C C Media Holdings Inc (Form: 8-K, Received: 07/30/2008 16:56:10)

T HE I NITIAL C LEAR

C HANNEL C OMPANIES :

CC M EDIA H OLDINGS , NC .

/s/ Scott M. Sperling

Name: Scott M. Sperling

Title: President

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 30, 2008

CC MEDIA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-53354

26-0241222

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS Employer

Identification No.)

200 East Basse Road

San Antonio, Texas 78209

(Address of principal executive offices, zip code)

(210) 822-2828

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS


Item 1.01	Entry into a Material Definitive Agreement.	3
Item 2.01.	Completion of Acquisition or Disposition of Assets.	9
Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.	9
Item 8.01.	Other Events.	10
Item 9.01.	Financial Statements and Exhibits.	21

Item 1.01.

Entry into a Material Definitive Agreement.

On July 30, 2008, the registrant, CC Media Holdings, Inc. (the “ registrant ” or the “ Company ”), acquired Clear Channel Communications, Inc. (“ Clear Channel ”), pursuant to an Agreement and Plan of Merger, dated as of November 16, 2006, as amended on April 18, 2007, May 17, 2007 and May 13, 2008 (as amended, the “ Merger Agreement ”), pursuant to which a wholly-owned indirect subsidiary of the Company was merged with and into Clear Channel, with Clear Channel continuing as the surviving corporation and as a wholly-owned indirect subsidiary of the Company (the “ Merger ”). The descriptions of certain material agreements related to the Merger in Items 2.01 and 8.01 of this Current Report on Form 8-K are incorporated by reference into this Item 1.01. In connection with the Merger, the Company entered into certain other agreements described below:

(a) On July 28, 2008, the Company, BT Triple Crown Merger Co., Inc., a wholly-owned indirect subsidiary of the Company (“ Mergerco ”), B Triple Crown Finco, LLC, T Triple Crown Finco, LLC (together with B Triple Crown Finco, LLC, the “ Fincos ”), THL Managers VI, LLC and Bain Capital Partners, LLC (together with THL Managers VI, LLC, the “ Managers ”) entered into a First Amended and Restated Management Agreement (the “ Management Agreement ”). Pursuant to the Management Agreement, the Managers provided financial and structural advice and analysis and assistance with due diligence investigations and negotiations and were paid a transaction fee in the amount of $87.5 million, in the aggregate, in consideration thereof. Subject to the terms of the Affiliate Transactions Agreement (as defined below), the Managers may receive a periodic retainer fee and are eligible to receive certain additional fees. A copy of the Management Agreement is attached hereto as Exhibit 10.1. The description of the Management Agreement set forth herein does not purport to be complete and is qualified in its entirety by the provisions of the Management Agreement attached hereto.

(b) On July 29, 2008, the Company, Mergerco, Clear Channel Capital IV, LLC (“ Clear Channel IV ”) and Clear Channel Capital V, L.P. (“ Clear Channel V ”) entered into a Stockholders Agreement with L. Lowry Mays, Mark P. Mays, and Randall T. Mays (each, a “ Mays Executive ” and, collectively, the “ Mays Executives ”) and LLM Partners, Ltd., MPM Partners, Ltd. and RTM Partners, Ltd. (the “ Stockholders Agreement ”). The Stockholders Agreement contains various governance arrangements and various provisions relating to ownership of Class A common stock of the Company, par value $0.001 per share (the “ Class A Stock ”), issuance or transfers of such shares (including tag-along and drag-along rights) by the stockholders and their affiliates, voting and other matters. The description of the Stockholders Agreement set forth herein does not purport to be complete and is qualified in its entirety by the description of the Stockholders Agreement in the section titled “Stockholders Agreement” contained in the final prospectus included in the Company’s Registration Statement on Form S-4 (Registration No. 333-151345) declared effective by the Securities and Exchange Commission (the “ SEC ”) on June 17, 2008 (the “ S-4 Registration Statement ”), which such description is incorporated herein by reference. The final prospectus filed with SEC pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended, is attached hereto as Exhibit 99.3.

(c) On July 29, 2008, the Company, Clear Channel IV and Clear Channel V, entered into a side letter with the Mays Executives and LLM Partners, Ltd., MPM Partners, Ltd. and RTM Partners, Ltd. (the “ Side Letter Agreement “), pursuant to which the Company and each of the Mays Executives were granted certain additional “call” and “put” rights over the Class A Stock held by each Mays Executive and their related parties upon termination of a Mays Executive’s employment with the Company and its subsidiaries. The description of the Side Letter Agreement set forth herein does not purport to be complete and is qualified in its entirety by the description of the Side Letter Agreement contained in the S-4 Registration Statement, which such description is incorporated herein by reference.

(d) On July 30, 2008, the Company, Mergerco, Bain Capital Fund IX, L.P. and Thomas H. Lee Equity Fund VI, L.P. entered into an agreement (the “ Affiliate Transactions Agreement ”), pursuant to which the Company and its subsidiaries agreed not to enter into or effect certain affiliate transactions between the Company or one of its subsidiaries, on the one hand, and either Bain Capital Fund IX, L.P. or Thomas H. Lee Equity Fund VI, L.P. or an affiliate of either Bain Capital Fund IX, L.P. or Thomas H. Lee Equity Fund VI, L.P., on the other hand. The description of the Affiliate Transactions Agreement set forth herein does not purport to be complete and is qualified in its entirety by the description of the Affiliate Transactions Agreement in the section titled “Certain Affiliate Transactions” contained in the S-4 Registration Statement, which such description is incorporated herein by reference.

(e) In connection with the Merger and effective as of the consummation of the Merger, the Company and Mergerco entered into employment agreements with each of the Mays Executives, each such employment agreement amending and restating in its entirety each Mays Executive’s existing employment agreement with Clear Channel. Pursuant to his employment agreement, Randall T. Mays will serve as the President and Chief Financial Officer of the Company for an initial five year term, renewable thereafter on an annual basis (such agreement, the “ Randall Mays Employment Agreement ”). Pursuant to his employment agreement, Mark P. Mays will serve as the Chief Executive Officer of the Company for an initial five year term, renewable thereafter on an annual basis (such agreement, the “ Mark Mays

Employment Agreement ”). Under his employment agreement with the Company, L. Lowry Mays will serve as the Chairman Emeritus of the Company for an initial five year term, renewable thereafter on an annual basis (such agreement, the “ Lowry Mays Employment Agreement ” and together with the Randall Mays Employment Agreement and the Mark Mays Employment Agreement, the “ Mays Employment Agreements ”). Under the Mays Employment Agreements, each of the Mays Executives will receive compensation consisting of a base salary, incentive awards and other benefits and perquisites. The Randall Mays Employment Agreement and the Mark Mays Employment Agreement entitle Randall T. Mays and Mark P. Mays, respectively, to severance payments if such executive is terminated by the Company “without cause” or if such executive terminates his employment for “good reason,” in each case, as such terms are defined in the Mark Mays Employment Agreement and the Randall Mays Employment Agreement, provided such executive executes a release of claims. Pursuant to the Lowry Mays Employment Agreement, L. Lowry Mays will be entitled to severance payments if he is terminated by the Company “without extraordinary cause” following the original term, as such term is defined in the Lowry Mays Employment Agreement, provided he executes a release of claims. Under the Mays Employment Agreements, each of the Mays Executives is required to protect the secrecy of the Company’s confidential information, to assign certain intellectual property rights to the Company and to refrain from competing against the Company and from soliciting its customers and employees during employment and for a period of two years following termination of employment. Copies of the Randall Mays Employment Agreement, the Mark Mays Employment Agreement and the Lowry Mays Employment Agreement are attached hereto as Exhibits 10.5, 10.6 and 10.7, respectively. The descriptions of the Mays Employment Agreements set forth herein do not purport to be complete and are qualified in their entirety by the descriptions of the Mays Employment Agreements in the sections titled “Employment Agreements with Name Executive Officers” and “Potential Post-Employment Payments” contained in the S-4 Registration Statement, which such descriptions are incorporated herein by reference.

(f) Effective June 29, 2008, subject to the consummation of the Merger, John E. Hogan entered into an employment agreement with Clear Channel Broadcasting, Inc. (“ CCB ”), a subsidiary of Clear Channel, such employment agreement amending and restating in its entirety Mr. Hogan’s existing employment agreement with CCB. Pursuant to his employment agreement, John E. Hogan will serve as President and Chief Executive Officer, Clear Channel Radio for an initial five year term, renewable thereafter on an annual basis (such agreement, the “ Hogan Employment Agreement ”). Under his employment agreement, Mr. Hogan will receive compensation consisting of a base salary, incentive awards and other benefits and perquisites. The Hogan Employment Agreement entitles Mr. Hogan to severance payments if such executive is terminated by the Company “without cause” or if such executive terminates his employment for “good cause,” in each case, as such terms are defined in the Hogan Employment Agreement, provided Mr. Hogan executes a release of claims. Under the employment agreement, Mr. Hogan is required to protect the secrecy of the Company’s confidential information, to assign certain intellectual property rights to the Company and to refrain from competing against the Company and from soliciting its customers and employees during employment and for a period of one year following termination of employment. A copy of the Hogan Employment Agreement is attached hereto as Exhibit 10.8. The description of the Hogan Employment Agreement set forth herein does not purport to be complete and is qualified in its entirety by the description of the Hogan Employment Agreement contained in the S-4 Registration Statement, which such description is incorporated herein by reference.

(g) In connection with the Merger on July 30, 2008, various affiliates of Clear Channel and certain of its subsidiaries became parties to (i) a Credit Agreement providing approximately $16 billion of senior secured credit facilities and (ii) a Credit Agreement providing for a $785.5 million receivables based credit facility (collectively, the “ Credit Facilities ”), each as further described in the S-4 Registration Statement. The senior secured credit facilities consist of a $2 billion revolving credit facility, a $1.33 billion term loan A facility, a $10.7 billion term loan B facility, a $696 million term loan C facility and $1.25 billion of delayed draw term loan facilities. The Credit Facilities are guaranteed by Clear Channel Capital I, LLC and each of Clear Channel’s existing and future material wholly–owned domestic restricted subsidiaries, subject to certain exceptions. The Credit Facilities are secured, subject to permitted liens and other exceptions, by:

•

the capital stock of Clear Channel;

•

100% of the capital stock of any future material wholly-owned domestic license subsidiary that is not a “Restricted Subsidiary” under the indenture governing Clear Channel’s notes pre-existing prior to the consummation of the Merger;

•

certain specified assets that do not constitute “principal property” (as defined in the indenture governing Clear Channel’s existing notes), including certain specified assets being marketed for sale;

•

certain specified assets that constitute “principal property” (as defined in the indenture governing Clear Channel’s existing notes) securing obligations under the senior secured credit facilities up to the maximum amount permitted to be secured by such assets without requiring equal and ratable security under the indenture governing Clear Channel’s notes pre-existing prior to the consummation of the Merger; and

•

accounts receivable and related assets.

Copies of the Credit Agreements and Credit Agreement Amendments are attached hereto as Exhibits 10.9, 10.10, 10.11, 10.12, 10.13 and 10.14. The descriptions of the Credit Agreements and Credit Agreement Amendments set forth herein do not purport to be complete and are qualified in their entirety by the descriptions thereof in the section titled “Debt Financing” contained in the S-4 Registration Statement, which such descriptions are incorporated herein by reference.

(h) On May 13, 2008, Mergerco entered into a purchase agreement (the “ Purchase Agreement ”), by and among Mergerco and 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 (collectively, the “ Initial Purchasers ”). Pursuant to the Purchase Agreement, on July 30, 2008 and prior to the consummation of the Merger, Mergerco issued and sold to the Initial Purchasers $980,000,000 aggregate principal amount of 10.75% senior cash pay notes due August 1, 2016 (the “ Senior Cash Pay Notes ”) and $1,330,000,000 aggregate principal amount of 11.00%/11.75% senior toggle notes due August 1, 2016 (the “ Senior Toggle Notes ” and, together with the Senior Cash Pay Notes, the “ Notes ”). The Notes were issued pursuant to an indenture (the “ Indenture ”), dated July 30, 2008, by and among Mergerco (as the issuer prior to the consummation of the Merger), Clear Channel (as the issuer following the consummation of the Merger), Law Debenture Trust Company of New York, as trustee (the “ Trustee ”), and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (the “ Paying Agent ”). Immediately following the consummation of the Merger, the Guarantors (as defined below) entered into a Supplemental Indenture (the “ Supplemental Indenture ”), dated July 30, 2008, with the Trustee to guarantee the obligations of Clear Channel under the Indenture. The Notes are guaranteed by Clear Channel Capital I, LLC and each of Clear Channel’s wholly-owned domestic restricted subsidiaries that is guaranteeing the obligations under its Credit Facilities. The Notes are the senior unsecured obligations of Clear Channel. The guarantees of the Notes are subordinated to the guarantees of the Credit Facilities and certain other permitted debt, but rank equal to all other senior indebtedness of those guarantors. Following the consummation of the Merger of Mergerco with and into Clear Channel, Clear Channel succeeded to and assumed the obligations of Mergerco under the Purchase Agreement pursuant to a joinder agreement Set forth below is a description of certain terms of the Notes, the Indenture and the Supplemental Indenture.

Interest Rate and Payment

Interest on the Senior Cash Pay Notes is payable in cash and accrues at a rate of 10.75% per annum. Cash interest on the Senior Toggle Notes accrues at a rate of 11.00% per annum, and payment-in-kind interest accrues at a rate of 11.75% per annum. Interest on the Senior Toggle Notes will be paid in cash on the first interest payment date. After the first interest payment date, Clear Channel may elect, at its option, to pay interest on the Senior Toggle Notes entirely in cash or to pay all or one-half of such interest in kind by increasing the principal amount of the Senior Toggle Notes. Interest on the Notes will be payable semiannually on February 1 and August 1 of each year, commencing on February 1, 2009, and will accrue from the issue date of the Notes.

Optional Redemption

At any time prior to August 1, 2012, Clear Channel may redeem some or all of the Notes at any time at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to the redemption date and a “make-whole premium.” On and after August 1, 2012, Clear Channel may redeem the Notes, in whole or in part, at any time on or at the redemption prices set forth below plus accrued and unpaid interest thereon to the applicable redemption date if redeemed during the twelve-month period beginning on August 1 of each of the years indicated below:

Senior Cash Pay Notes


Year	Percentage
2012	105.375	%
2013	102.688	%
2014 and thereafter	100.000	%

Senior Toggle Notes


Year	Percentage
2012	105.500	%
2013	102.750	%
2014 and thereafter	100.000	%

Special Redemption Amount

On August 1, 2015 (the “ Special Redemption Date ”), Clear Channel will be required to redeem for cash a portion (the “ Special Redemption Amount ”) of the Senior Toggle Notes equal to the product of (x) $30 million and (y) a fraction which, for the avoidance of doubt, cannot exceed one, the numerator of which is the aggregate principal amount outstanding on such date of the Senior Toggle Notes for United States federal income tax purposes and the denominator of which is $1,330,000,000, as determined by Clear Channel in good faith and rounded to the nearest $2,000 (such redemption, the “ Special Redemption ”). The redemption price for each portion of a Senior Toggle Note so redeemed pursuant to the Special Redemption will equal 100% of the principal amount of such portion plus any accrued and unpaid interest thereon to the Special Redemption Date.

AHYDO Catch-Up Payments

On the first interest payment date following the fifth anniversary of the “issue date” (as defined in Treasury Regulation Section 1.1273-2(a)(2)) of each series of Notes (i.e., the Senior Cash Pay Notes and the Senior Toggle Notes) and on each interest payment date thereafter, we will redeem a portion of the principal amount of each then outstanding Note in such series in an amount equal to the AHYDO Catch-Up Payment for such interest payment date with respect to such Note. The “AHYDO Catch-Up Payment” for a particular interest payment date with respect to each Note in a series means the minimum principal prepayment sufficient to ensure that as of the close of such interest payment date, the aggregate amount which would be includible in gross income with respect to such Note before the close of such interest payment date (as described in Section 163(i)(2)(A) of the Internal Revenue Code of 1986, as amended (the “ Code ”)) does not exceed the sum (described in Section 163(i)(2)(B) of the Code) of (i) the aggregate amount of interest to be paid on such Note (including for this purpose any AHYDO Catch-Up Payments) before the close of such interest payment date plus (ii) the product of the “issue price” of such Note as defined in Section 1273(b) of the Code (that is, the first price at which a substantial amount of the Notes in such series is sold, disregarding for this purpose sales to bond houses, brokers or similar persons acting in the capacity of underwriters, placement agents or wholesalers) and its yield to maturity (within the meaning of Section 163(i)(2)(B) of the Code), with the result that such Note is not treated as having “significant original issue discount” within the meaning of Section 163(i)(1)(C) of the Code; provided , however , for avoidance of doubt, that if the yield to maturity of such Note is less than the amount described in Section 163(i)(1)(B) of the Code, the AHYDO Catch-Up Payment shall be zero for each interest payment date with respect to such Note. It is intended that no Senior Cash Pay Note and that no Senior Toggle Note will be an “applicable high yield discount obligation” (an “ AHYDO ”) within the meaning of Section 163(i)(1) of the Code, and this provision will be interpreted consistently with such intent. The computations and determinations required in connection with any AHYDO Catch-Up Payment will be made by us in our good faith reasonable discretion and will be binding upon the holders absent manifest error.

Optional Redemption After Certain Equity Offerings

At any time (which may be more than once) until August 1, 2011, Clear Channel may redeem up to 40% of any series of the outstanding Notes with the net cash proceeds that Clear Channel raises in one or more equity offerings, as long as (i) Clear Channel pays 110.75% of the aggregate principal amount of the Senior Cash Pay Notes being redeemed or 111.00% of the aggregate principal amount of the Senior Toggle Notes being redeemed, in each case plus accrued and unpaid interest thereon to the applicable redemption date; (ii) Clear Channel redeems the Notes within 180 days of completing the applicable equity offering; and (iii) at least 50% of the aggregate principal amount of the Senior Cash Pay Notes or the Senior Toggle Notes, as applicable, issued as of such redemption date remains outstanding afterwards.

Change of Control

If Clear Channel experiences a change of control, Clear Channel must give holders of the Notes the opportunity to sell their Notes to Clear Channel at 101% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon. Clear Channel might not be able to pay holders of the Notes the required price for Notes each such holder presents to Clear Channel at the time of a change of control, because (i) Clear Channel might not have enough funds at that time; or (ii) the terms of its Senior Secured Credit Facilities and Receivables Based Credit Facility may prevent it from paying.

Asset Sale Proceeds

senior debt (including the Senior Secured Credit Facilities or the Receivables Based Credit Facility), or make an offer to purchase a principal amount of the Notes equal to the excess net cash proceeds (if applicable, on a pro rata basis with other senior debt). The purchase price of the Notes will be 100% of their principal amount, plus accrued and unpaid interest thereon.

Certain Covenants

The Indenture governing the Notes contains covenants limiting Clear Channel’s ability and the ability of its restricted subsidiaries to (i) incur additional debt or issue preferred stock of restricted subsidiaries; (ii) pay dividends or distributions on or repurchase capital stock of Clear Channel or its restricted subsidiaries; (iii) make certain investments; (iv) create liens on the assets of Clear Channel or its restricted subsidiaries to secure debt; (v) enter into transactions with affiliates; and (vi) merge or consolidate with another company.

Events of Default

The Indenture governing the Notes also provides for events of default which, if certain of them occur and continue under such Indenture, would permit the Trustee or holders of at least 25% in principal amount of the then total outstanding Notes to declare the principal, premium, if any, interest and other monetary obligations on all of the then outstanding Notes to be due and payable immediately.

Registration Rights

On July 30, 2008, Clear Channel, the Guarantors and the Initial Purchasers entered into a registration rights agreement (the “ Registration Rights Agreement ”), pursuant to which Clear Channel will use its commercially reasonable efforts to register notes (the “ Exchange Notes ”) having substantially identical terms as the Notes with the SEC as part of an offer to exchange freely tradable Exchange Notes for the Notes (the “ Exchange Offer ”). Subject to the terms and conditions set forth in the Registration Rights Agreement, Clear Channel will use its commercially reasonable efforts to cause the Exchange Offer to be completed within 300 calendar days after the issue date of the Notes or, if required, to file one or more resale shelf registration statements within 300 calendar days after the issue date of the Notes and declared effective within the time frames specified in the Registration Rights Agreement. If Clear Channel fails to meet the targets listed above (a “ Registration Default ”), the annual interest rate on the Notes will increase by 0.25%. The annual interest rate on the Notes will increase by an additional 0.25% for each subsequent 90-day period during which the Registration Default continues, up to a maximum additional interest rate of 0.50% per year over the original interest rates of the Notes. If Clear Channel corrects the Registration Default, the interest rate on the Notes will revert to the original level. If Clear Channel must pay additional interest, Clear Channel will pay it to the holders of the Notes in the same manner and on the same dates that Clear Channel makes other interest payments on the Notes, until Clear Channel corrects the Registration Default.

Copies of the Purchase Agreement, the Indenture, the Supplemental Indenture and the Registration Rights Agreement are attached hereto as Exhibits 10.15, 10.16, 10.17 and 10.18. The descriptions of the Purchase Agreement, the Indenture, the Supplemental Indenture and the Registration Rights Agreement set forth herein do not purport to be complete and are qualified in their entirety by the provisions of the Purchase Agreement, the Indenture, the Supplemental Indenture and the Registration Rights Agreement attached hereto.

(i) In connection with the consummation of the Merger, the Company adopted a new equity incentive plan, under which participating employees are eligible to receive options to acquire stock or other equity interests and/or restricted share interests in the Company (the “ 2008 Incentive Plan ”). On July 1, 2008, the Company’s sole stockholder at the time, Clear Channel Capital IV, LLC, approved the 2008 Incentive Plan.

The 2008 Incentive Plan is intended to advance the interests of the Company and its affiliates by providing for the grant of stock-based and other incentive awards to the key employees and directors of, and consultants and advisors to, the Company or its affiliates who are in a position to make a significant contribution to the success of the Company and its affiliates.

The 2008 Incentive Plan allows for the issuance of restricted stock, restricted stock units, incentive and nonstatutory stock options, cash awards and stock appreciate rights to eligible participants, who include the key employees of the Company and its subsidiaries in the case of incentive stock options, and the key employees and directors of, and consultants and advisors to, the Company or any of its affiliates in the case of other awards. An aggregate of 10,187,406 shares of Class A Stock are available for grant under the 2008 Incentive Plan. Shares withheld to pay the exercise price of an award or to satisfy tax withholding requirements with respect to an award, restricted stock that is forfeited and shares subject to an award that is exercised or satisfied, or that terminates or expires, without the delivery of the shares do not

reduce the number of shares available for issuance under the 2008 Incentive Plan. To the extent necessary to prevent the enlargement or dilution of the benefits intended to be made available under the 2008 Incentive Plan, equitable and proportionate adjustments will be made to the number of shares available for issuance under the 2008 Incentive Plan in the event of a stock dividend or similar distribution, recapitalization, stock split, and similar transactions and events. The maximum number of shares of Class A Stock for which stock options and stock appreciation rights may be granted to any person in any calendar year is 2,700,000. The maximum number of shares of Class A Stock subject to other awards granted to any person in any calendar year is 700,000. The maximum amount payable to any one person under a cash award in any calendar year is $20,000,000.

The 2008 Incentive Plan will be administered by the Company’s board of directors or by a committee appointed by the board (the “ Administrator ”). The Administrator determines which eligible persons shall receive an award and the types of awards to be granted as well as the amounts, terms, and conditions of each award, including, if relevant, the exercise price, the form of payment of the exercise price, the number of shares, cash or other consideration subject to the award and the vesting schedule. These terms and conditions will be set forth in the award agreement furnished to each participant at the time an award is granted to him or her under the 2008 Incentive Plan. The Administrator will also make all other determinations and interpretations necessary to carry out the purposes of the 2008 Incentive Plan.

In general, awards under the 2008 Incentive Plan will, unless expressly provided otherwise by the Administrator or in the terms of a participant’s award agreement, automatically and immediately terminate upon a participant’s termination of employment. However, if a participant holds vested and exercisable awards (including options) at the time of his or her termination, those awards will remain exercisable for up to 90 days after the participant’s date of termination. In addition, if the participant’s termination is due to his or her death or disability, vested and exercisable awards (including options) will remain exercisable for up to a one-year period ending with the first anniversary of the participant’s death or disability.

Certain key participants who receive stock options under the 2008 Incentive Plan will be subject to additional restrictions on their ability to transfer the shares they receive pursuant to awards granted under the 2008 Incentive Plan. In addition, all participants in the 2008 Incentive Plan will be required to enter into a “lock up” or similar agreement with respect to the shares they receive pursuant to awards granted under the 2008 Incentive Plan in connection with a public offering of the Company’s shares on terms and conditions requested by the Company or its underwriters.

The description of the 2008 Incentive Plan set forth herein does not purport to be complete and is qualified in its entirety by the description of the 2008 Incentive Plan attached hereto in the section titled “New Equity Incentive Plan” contained in the S-4 Registration Statement, which such description is incorporated herein by reference.

(j) In connection with the Merger, the Company adopted an employee equity investment program, under which certain employees can purchase shares of the Company’s Class A Stock (the “ 2008 Investment Program ”).

The 2008 Investment Program is intended to incentivize certain employees of the Company and its subsidiaries and to promote the growth and success of the Company and its subsidiaries by offering such employees a one-time opportunity to acquire shares of the Class A Stock. Employees selected by the Company to participate in the 2008 Investment Program may elect to make a cash contribution to the Company, in exchange for which they will receive a number of shares of Class A Stock equal to the amount of their elected investment, divided by $36.00, the price at which Class A Stock was issued on the date of the Merger. Participants are required to subscribe for a minimum of 100 shares of Class A Stock, which results in a minimum cash contribution of $3,600 per participant.

All participants will be required to enter into a “lock up” or similar agreement with respect to the shares they receive pursuant to the 2008 Investment Program in connection with a public offering of the Company’s shares on terms and conditions requested by the Company or its underwriters.

The aggregate value of Class A Stock that is available for purchase under the 2008 Investment Program is $15,000,000. Because only 416,667 shares are available for purchase under the 2008 Investment Program, if the total number of shares subscribed for under the 2008 Investment Program is greater than 416,667, each participant will receive a pro-rated number of the shares for which he or she subscribed.

Also see the sections titled “Directors Compensation” on page 64 of the S-4 Registration Statement and “Compensation of Our Named Executive Officers” and “Compensation Discussion and Analysis” on page 65 of the S-4 Registration Statement, which such sections are incorporated herein by reference.

The description of the 2008 Investment Program set forth herein does not purport to be complete and is qualified in its entirety by the description of the 2008 Investment Program contained in the S-4 Registration Statement, which such description is incorporated herein by reference.

(k) The Company adopted an annual incentive plan (the “ 2008 Annual Incentive Plan ”), which is intended to provide an incentive to executive officers and other selected key executives to contribute to the growth, profitability and increased shareholder value of the Company and to retain such executives. Participants are eligible for performance-based awards if certain performance goals are met within a specified performance period. No single participant may receive more than $15,000,000 in awards in any calendar year. The description of the 2008 Annual Incentive Plan set forth herein does not purport to be complete and is qualified in its entirety by the description of the 2008 Annual Incentive Plan contained in the S-4 Registration Statement, which such description is incorporated herein by reference.

(l) In connection with the Merger on July 30, 2008, the Company, Clear Channel and each of the Company’s directors (each such director, an “ Indemnitee ”) will enter into an indemnification agreement (each, an “ Indemnification Agreement ”) with each Indemnitee as a director of the Company and Clear Channel. The form of Indemnification Agreement is attached hereto as Exhibit 10.26.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

On July 30, 2008, the Company acquired Clear Channel, pursuant to an Agreement and Plan of Merger, dated as of November 16, 2006 , as amended on April 18, 2007, May 17, 2007 and May 13, 2008 (as amended, the “ Merger Agreement ”), among Clear Channel, Mergerco, the Company and the Fincos, through a merger of Mergerco with and into Clear Channel, with Clear Channel continuing as the surviving corporation (the “ Merger ”). Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of common stock, $0.001 par value per share, of Clear Channel (“ Clear Channel Common Stock ”), other than shares of Clear Channel Common Stock held by holders who elected to receive shares of Class A Stock, as consideration pursuant to the Merger Agreement and shares of Clear Channel Common Stock owned by Clear Channel, the Parents, Mergerco and by the holders of certain securities that were “rolled-over” into securities of the surviving corporation, was cancelled and converted into the right to receive $36.00 in cash, without interest. As a result of the Merger, Clear Channel became a wholly-owned indirect subsidiary of the Company.

The foregoing description does not purport to be a complete statement of the parties’ rights and obligations under the Merger Agreement and the transactions contemplated thereby or a complete explanation of the material terms thereof. The foregoing description is qualified in its entirety by reference to the description of the Merger Agreement contained in the S-4 Registration Statement, which such description is incorporated herein by reference

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Following the effective time of the Merger and effective immediately following the effectiveness of the Company’s Registration Statement on Form S-8, the Company will increase the size of its board of directors to 12 persons and appoint Mark P. Mays, Randall T. Mays, Jonathon S. Jacobson and David C. Abrams as directors of the Company.

Also in connection with the Merger, effective immediately following the effective time of the Merger, the following individuals were named as executive officers of the Company:


Name		Position
Mark P. Mays		Chief Executive Officer
Randall T. Mays		President and Chief Financial Officer
L. Lowry Mays		Chairman Emeritus
Andrew W. Levin		Executive Vice President, Chief Legal Officer and Secretary
John Hogan		Senior Vice President
Herbert W. Hill, Jr.		Senior Vice President, Chief Accounting Officer and Assistant Secretary
Paul Meyer		Senior Vice President

Reference is made to the description of the Mays Employment Agreements, the Hogan Employment Agreement, the 2008 Incentive Plan, 2008 Investment Program and 2008 Annual Incentive Plan under Item 1.01 of this Current Report on Form 8-K and the section titled “Executive Compensation” under Item 8.01 of this Current Report on Form 8-K. A copy of each of the Randall Mays Employment Agreement, the Mark Mays Employment Agreement, the Lowry Mays Employment Agreement, the Hogan Employment Agreement, the 2008 Incentive Plan, 2008 Investment Program and 2008 Annual Incentive Plan, is attached hereto as Exhibits 10.5, 10.6, 10.7, 10.8, 10.19, 10.20, 10.21, 10.22, 10.23, 10.24 and 10.25, respectively. The foregoing summary is qualified in its entirety by the descriptions of such agreements, plans and programs contained in the S-4 Registration Statement, which such descriptions are incorporated herein by reference.

Item 8.01.

Other Events.

The following information is included herein in connection with the registration by the registrant of its Class A Stock pursuant to the Securities Exchange Act of 1934, as amended:

Business

The Company was incorporated in the State of Delaware on May 11, 2007. The business of the Company is described in the sections titled “Description of Business of Holdings” on page 60 of the S-4 Registration Statement, and “Business” in Part I Item 1 of the Annual Report on Form 10-K of Clear Channel for the fiscal year ended December 31, 2007 (the “ 2007 Annual Report ”), which such sections are incorporated herein by reference.

Risk Factors

The risks associated with the Company’s business are described in the sections titled “Risk Factors” beginning on page 31 of the S-4 Registration Statement, which such section is incorporated herein by reference.

Financial Information

The Company has not conducted any activities to date other than activities incident to its formation and in connection with the Merger. Clear Channel is an indirect wholly-owned subsidiary of the Company and the business of the Company is that of Clear Channel and its subsidiaries. The selected financial data of Clear Channel, management’s discussion and analysis of Clear Channel’s financial condition and results of operations and quantitative and qualitative disclosure of Clear Channel’s market risk are further described in the sections titled “Selected Financial Data,” “Management’s Discussion and Analysis of the Financial Condition and Results of Operations of Clear Channel,” and “Financial Statements and Supplementary Data” in Part II Item 6, Part II Item 7 and Part II Item 8, respectively, of Clear Channel’s Current Report on Form 8-K filed May 30, 2008, which sections are incorporated herein by reference.

Reference is also made to the disclosure set forth under Item 9.01 of this Current Report on Form 8-K concerning the financial information of the Company.

Properties

The properties of the Company are described in the section titled “Properties” in Part I Item 2 of Clear Channel’s 2007 Annual Report, which section is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of the Company’s Class A Stock, as of July 30, 2008, by each of the Company’s officers and directors, all of such officers and directors as a group, and each person known by the Company to be the beneficial owner of more than 5% of the Company’s outstanding shares of Class A Stock.


Name and Address of Beneficial Owner(1)	Number of Shares of Class A Stock	Percentage of Outstanding Class A Stock on a Fully-Diluted Basis
Bain Capital Investors, LLC and Related Investment Funds (2)(3) c/o Bain Capital Partners, LLC 111 Huntington Avenue, Boston Massachusetts 02199	59,523,058	73.2	%

Thomas H. Lee Partners, L.P. and Related Investment Entities (4) (5) c/o Thomas H. Lee Partners, L.P. 100 Federal Street, Boston Massachusetts 02110	59,523,058	73.2	%

Highfields Capital Management LP and Related Investment Funds (6) John Hancock Tower 200 Clarendon Street, 59th Floor Boston, Massachusetts 02116	9,920,510	12.2	%

Mark P. Mays	153,668		*

Randall T. Mays	153,668		*

L. Lowry Mays	580,362		*

John Hogan	—	—

Paul Meyer	882		*

David C. Abrams (7)	—	—

Steven Barnes (8)	—	—

Richard J. Bressler (9)	—	—

Charles A. Brizius (9)	—	—

John Connaughton (8)	—	—

Edward J. Han (8)	—	—

Jonathon S. Jacobson (6)	—	—

Ian K. Loring (8)	—	—

Scott M. Sperling (9)	—	—

Kent R. Weldon (9)	—	—

All directors and executive officers as a group (15 individuals)	888,850	1.1	%

*	Means less than 1%.

(1)	Unless otherwise indicated, the address for all beneficial owners is c/o CC Media Holdings, Inc., 200 East Basse Road, San Antonio, Texas 78209.

(2)

Includes the 555,556 shares of Class B common stock, par value of $0.001 per share, of the Company (the “ Class B Stock ”) owned by Clear Channel Capital IV, LLC (“ CC IV ”). Subject to certain limitations set forth in the Third Amended and Restated Certificate of Incorporation of the Company (the “ Certificate of Incorporation ”), each share of Class B Stock is convertible, at the election of the holder thereof, into one share of Class A Stock at any time. Each holder of shares of Class B Stock will be entitled to a number of votes per share equal to the number obtained by dividing (a) the sum of total number of shares of Class B Stock outstanding as of the record date for such vote and the number of Class C Stock (as defined below) outstanding as of the record date for such vote by (b) the number of shares of Class B Stock outstanding as of the record date for such vote. Bain Capital Investors, LLC (“ BCI ”) is the general partner of Bain Capital Partners (CC) IX, L.P. (“ BCP IX ”), which is the general partner of Bain Capital (CC) IX, L.P. (“ Bain Fund IX ”), which holds 50% of the limited liability company interests in CC IV. Each of BCI, BCP IX and Bain Fund IX expressly disclaims beneficial

ownership of any securities owned beneficially or of record by any person or persons other than itself for purposes of Section 13(d)(3) and Rule 13d-3 of the Securities Exchange Act of 1934 and expressly disclaims beneficial ownership of any such securities except to the extent of its pecuniary interest therein. The business address of CC IV is c/o Bain Capital, LLC, 111 Huntington Avenue, Boston, Massachusetts 02199 and c/o Thomas H. Lee Partners, L.P., 100 Federal Street, Boston, Massachusetts 02110.

(3)

Includes the 58,967,502 shares of Class C common stock, par value $0.001 per share, of the Company (the “ Class C Stock ”) owned by Clear Channel Capital V, L.P. (“ CC V ”). Subject to certain limitations set forth in the Certificate of Incorporation, each share of Class C Stock is convertible, at the election of the holder thereof, into one share of Class A Stock at any time. Except as otherwise required by law, the holders of outstanding shares of Class C Stock will not be entitled to any votes upon any questions presented to shareholders of the Company. BCI is the sole member of Bain Capital CC Partners, LLC (“ Bain CC Partners ”), which is the general partner of Bain Capital CC Investors, L.P. (“ Bain CC Investors ”) and which also holds 50% of the limited liability company interests in CC Capital V Manager, LLC (“ CC V Manager ”). CC V Manager is the general partner of CC V. BCI is the general partner of BCP IX, which is the general partner of each of Bain Fund IX, Bain Capital (CC) IX Coinvestment, L.P. (“ Bain Coinvest IX ”), Bain Capital (CC) IX Offshore, L.P. (“ Bain Offshore Fund IX ”), and Bain Capital (CC) IX Coinvestment Offshore, L.P. (“ Bain Offshore Coinvest IX ” and, together with Bain Fund IX, Bain Coinvest IX and Bain Offshore Fund IX, collectively, the “ Bain Fund IX Entities ”). BCI is also the general partner of Bain Capital Partners (CC) X, L.P. (“ BCP X ), which is the general partner of each of Bain Capital (CC) X, L.P. (“ Bain Fund X ”) and Bain Capital (CC) X Offshore, L.P. (“ Bain Offshore Fund X ” and, together with Bain Fund X, the “ Bain Fund X Entities ”). BCI is also the managing partner of each of BCIP Associates – G (“ BCIP Associates G ”), BCIP Associates III (“BCIP Associates III”), BCIP Associates III – B (“ BCIP Associates III – B ”), BCIP Trust Associates III (“ BCIP Trust Associates III ”) and BCIP Trust Associates III-B (“ BCIP Trust Associates III B ”) and BCIP Associates III is the manager and sole member of BCIP Associates III, LLC, BCIP Associates III-B is the manager and sole member of BCIP Associates III-B, LLC, BCIP Trust Associates III is the manager and sole member of BCIP T Associates III, LLC, and BCIP Trust Associates III-B is the manager and sole member of BCIP T Associates III-B, LLC. BCIP Associates III, LLC, BCIP Associates III-B, LLC, BCIP T Associates III, LLC, BCIP T Associates III-B, LLC and BCIP Associates G are collectively referred to as the “BCIP Entities”. Each of the Bain Fund IX Entities, the Bain Fund X Entities and the BCIP Entities hold limited partnership interests of Bain CC Investors, which holds 50% of the limited partnership interests in CC V. Each of BCI, Bain CC Partners, Bain CC Investors, CC V Manager, BCP IX, BCP X, each of the Bain Fund IX Entities, each of the Bain Fund X Entities, BCIP Associates III, BCIP Associates III-B, BCIP Trust Associates III, BCIP Trust Associates III-B and each of the BCIP Entities expressly disclaims beneficial ownership of any securities owned beneficially or of record by any person or persons other than itself for purposes of Section 13(d)(3) and Rule 13d-3 of the Securities Exchange Act of 1934 and expressly disclaims beneficial ownership of any such securities except to the extent of its pecuniary interest therein. The business address of CC V is c/o Bain Capital, LLC, 111 Huntington Avenue, Boston, Massachusetts 02199 and c/o Thomas H. Lee Partners, L.P., 100 Federal Street, Boston, Massachusetts 02110.

(4)

Includes the 555,556 shares of Class B Stock owned by CC IV. Subject to certain limitations set forth in the Certificate of Incorporation, each share of Class B Stock is convertible, at the election of the holder thereof, into one share of Class A Stock at any time. Each holder of shares of Class B Stock will be entitled to a number of votes per share equal to the number obtained by dividing (a) the sum of total number of shares of Class B Stock outstanding as of the record date for such vote and the number of Class C Stock (as defined below) outstanding as of the record date for such vote by (b) the number of shares of Class B Stock outstanding as of the record date for such vote. Thomas H. Lee Advisors, LLC (“ THLA ”) is the general partner of Thomas H. Lee Partners, L.P. (“ THLP ”), which is the sole member of THL Equity Advisors VI, LLC (“ THL Advisors ”), which is the general partner of Thomas H. Lee Equity Fund VI, L.P. (the “ THL Fund ”), which holds 50% of the limited liability company interests in CC IV. Each of THLA, THLP, THL Advisors and the THL Fund expressly disclaims beneficial ownership of any securities owned beneficially or of record by any person or persons other than itself for purposes of Section 13(d)(3) and Rule 13d-3 of the Securities Exchange Act of 1934 and expressly disclaims beneficial ownership of any such securities except to the extent of its pecuniary interest therein. The business address of CC IV is c/o Thomas H. Lee Partners, L.P., 100 Federal Street, Boston, Massachusetts 02110 and c/o Bain Capital, LLC, 111 Huntington Avenue, Boston, Massachusetts 02199.

(5)

Includes the 58,967,502 shares of Class C Stock owned by CC V. Subject to certain limitations set forth in the Certificate of Incorporation, each share of Class C Stock is convertible, at the election of the holder thereof, into one share of Class A Stock at any time. Except as otherwise required by law, the holders of outstanding shares of Class C Stock will not be entitled to any votes upon any questions presented to shareholders of the Company. THLA is the general partner of THLP, which is the sole member of THL Advisors, which is the general partner of each of the THL Fund and THL Equity Fund VI Investors (Clear Channel), L.P. (the “ THL Investors Fund ”). THLP is the general partner of each of THL Coinvestment Partners, L.P. (“ THL Coinvestment ”) and THL Operating Partners, L.P. (“ THL Operating ”) and THL Advisors is the general partner of each of Thomas H. Lee Parallel Fund VI, L.P. (“ THL Parallel ”) and Thomas H. Lee

Parallel (DT) Fund VI, L.P. (“ THL Parallel DT ”), each of which entities is a limited partner in the THL Investors Fund. THL Advisors also holds 50% of the limited liability company interests in CC V Manager, which is the general partner of CC V. The THL Fund and the THL Investors Fund collectively hold 50% of the limited partnership interests in CC V. Each of THLA, THLP, THL Advisors, CC V Manager, the THL Fund, the THL Investors Fund, THL Coinvestment, THL Operating, THL Parallel and THL Parallel DT expressly disclaims beneficial ownership of any securities owned beneficially or of record by any person or persons other than itself for purposes of Section 13(d)(3) and Rule 13d-3 of the Securities Exchange Act of 1934 and expressly disclaims beneficial ownership of any such securities except to the extent of its pecuniary interest therein. The business address of CC V is c/o Thomas H. Lee Partners, L.P., 100 Federal Street, Boston, Massachusetts 02110 and c/o Bain Capital, LLC, 111 Huntington Avenue, Boston, Massachusetts 02199.

(6)

Highfields Capital Management LP (“ Highfields Capital Management ”) is principally engaged in the business of providing investment management services to Highfields Capital I LP, a Delaware limited partnership (“ Highfields I ”), Highfields Capital II LP, a Delaware limited partnership (“ Highfields II ”), Highfields Capital III L.P., an exempted limited partnership organized under the laws of the Cayman Islands, B.W.I. (“ Highfields III ” and together with Highfields I and Highfields II, the “ Highfields Funds ”), and other affiliated investment funds. Highfields GP LLC, a Delaware limited liability company (“ Highfields GP ”), is the general partner of Highfields Capital Management. Highfields Associates LLC, a Delaware limited liability company (“ Highfields Associates ”), is the general partner of each of Highfields I, Highfields II, and Highfields III. Each of Highfields Capital Management, Highfields GP, Highfields Associates, Highfields I, Highfields II and Highfields III expressly disclaims beneficial ownership of any securities owned beneficially or of record by any person or persons other than itself for purposes of Section 13(d)(3) and Rule 13d-3 of the Securities Exchange Act of 1934. Mr. Jacobson is a Managing Member of Highfields GP and a Senior Managing Member of Highfields Associates. Mr. Jacobson may be deemed to share voting and dispositive power with respect to all of the shares of Class A Stock held by the Highfields Funds. Mr. Jacobson expressly disclaims beneficial ownership of any securities owned beneficially or of record by any other person or persons for purposes of Section 13(d)(3) and Rule 13d-3 of the Securities Exchange Act of 1934. The business address of Mr. Jacobson, Highfields Capital Management, Highfields GP, Highfields Associates, Highfields I and Highfields II is John Hancock Tower, 200 Clarendon Street, 59 ^th Floor, Boston, Massachusetts 02116. The business address of Highfields III is c/o Goldman Sachs (Cayman) Trust, Limited, Suite 3307, Gardenia Court, 45 Market Street, Camana Bay, P.O. Box 896, Grand Cayman KY1-1103, Cayman Islands.

(7)

David C. Abrams is the managing member of Abrams Capital Management, LLC (“ Abrams Capital ”) and Pamet Capital Management, LP (“ Pamet Capital ”). Pamet Capital is the investment manager of Abrams Capital International, Ltd., Abrams Capital Partners I, LP, Abrams Capital Partners II, LP, and Whitecrest Partners, LP and Abrams Capital is the investment manager of Riva Capital Partners, LP (collectively, with Abrams Capital Partners I, LP, Abrams Capital Partners II, LP, and Whitecrest Partners, LP, the “ Abrams Funds ”), which collectively own 2,480,128 shares of Class A Stock. By virtue of this relationship, Mr. Abrams may be deemed to share voting and dispositive power with respect to all of the shares of Class A Stock held by the Abrams Funds. [Mr. Abrams expressly disclaims beneficial ownership of any securities owned beneficially or of record by any person or persons other than himself for purposes of Section 13(d)(3) and Rule 13d-3 of the Securities Exchange Act of 1934. The business address of Mr. Abrams is c/o Abrams Capital, LLC, 222 Berkeley Street, Boston, Massachusetts 02116.

(8)

Steven Barnes, John Connaughton and Ian K. Loring are managing directors and members of BCI and, by virtue of this and the relationships described in footnotes (2) and (3) above, may be deemed to share voting and dispositive power with respect to all of the shares of Class B Stock held by CC IV and all of the shares of Class C Stock held by CC V. Each of Messrs. Barnes, Connaughton and Loring expressly disclaims beneficial ownership of any securities held by CC IV or CC V except to the extent of his pecuniary interest therein. Edward J. Han is a Principal at Bain Capital Partners, LLC and a general partner in each of BCIP Associates III and BCIP Trust Associates III, each of which is the manager and sole member of a BCIP Entity, and, by virtue of this and the relationships described in footnote (3) above, may be deemed to share voting and dispositive power with respect to the shares of Class C Stock held by CC V that are indirectly beneficially owned by such BCIP Entities. Mr. Han expressly disclaims beneficial ownership of any securities beneficially owned by such BCIP Entities except to the extent of his pecuniary interest therein. The business address of each of Messrs. Barnes, Connaughton, Loring and Han is c/o Bain Capital, LLC, 111 Huntington Avenue, Boston, Massachusetts 02199.

(9)

Richard J. Bressler, Charles A. Brizius, Scott M. Sperling and Kent R. Weldon are managing directors of THLA and limited partners of THLP and, by virtue of this and the relationships described in footnotes (4) and (5) above, may be deemed to share voting and dispositive power with respect to all of the shares of Class B Stock held by CC IV and all of the shares of Class C Stock held by CC V. Each of Messrs. Bressler, Brizius, Sperling and Weldon expressly disclaims beneficial ownership of securities held by CC IV or CC V except to the extent of his pecuniary interest therein. The business address of each of Messrs. Bressler, Brizius, Sperling and Weldon is c/o Thomas H. Lee Partners, L.P., 100 Federal Street, Boston, Massachusetts 02110.

Directors and Executive Officers

The following table sets forth information regarding the individuals who currently serve as the Company’s directors and executive officers following consummation of the Merger.


Name	Age	Position
Mark P. Mays	44	Director and Chief Executive Officer
Randall T. Mays	43	Director and President
David C. Abrams	47	Director
Steven Barnes	48	Director
Richard J. Bressler	50	Director
Charles A. Brizius	39	Director
John Connaughton	42	Director
Ed Han	33	Director
Jonathon S. Jacobson	47	Director
Ian K. Loring	42	Director
Scott M. Sperling	50	Director
Kent R. Weldon	41	Director
L. Lowry Mays	73	Chairman Emeritus
Paul J. Meyer	65	Global President and Chief Operating Officer — Clear Channel Outdoor, Inc.
John E. Hogan	51	President/Chief Executive Officer — Clear Channel Radio

Mark P. Mays served as Clear Channel’s President and Chief Operating Officer from February 1997 until his appointment as its President and Chief Executive Officer in October 2004. He relinquished his duties as President in February 2006. Mr. Mark P. Mays has been one of Clear Channel’s directors since May 1998. Mr. Mark P. Mays is the son of L. Lowry Mays, Clear Channel’s Chairman of the Board and the brother of Randall T. Mays, Clear Channel’s President and Chief Financial Officer.

Randall T. Mays was appointed as Clear Channel’s Executive Vice President and Chief Financial Officer in February 1997. He was appointed Clear Channel’s President in February 2006. Mr. Randall T. Mays is the son of L. Lowry Mays, Clear Channel’s Chairman of the Board and the brother of Mark P. Mays, Clear Channel’s Chief Executive Officer.

David C. Abrams is the managing partner of Abrams Capital, a Boston-based investment firm he founded in 1998. Abrams Capital manages approximately $4.2 billion in assets across a wide spectrum of investments. Mr. Abrams serves on the board of directors of Crown Castle International, Inc. (NYSE: CCI) and several private companies and also serves as a Trustee of Berklee College of Music and Milton Academy.

Steven Barnes has been associated with Bain Capital Partners, LLC since 1988 and has been a Managing Director since 2000. In addition to working for Bain Capital Partners, LLC, he also held senior operating roles of several Bain Capital portfolio companies including Chief Executive Officer of Dade Behring, Inc., President of Executone Business Systems, Inc., and President of Holson Burnes Group, Inc. Prior to 1988, he held several senior management positions in the Mergers & Acquisitions Support Group of PricewaterhouseCoopers. Mr. Barnes presently serves on several boards including Ideal Standard, Sigma Kalon, CRC, Accellent and Unisource. He is also active in numerous community activities including being a member of the Board of Director’s of Make-A-Wish Foundation of Massachusetts, the United Way of Massachusetts Bay, the Trust Board of Children’s Hospital in Boston, the Syracuse University School of Management Corporate Advisory Council and the Executive Committee of the Young President’s Organization in New England.

Richard J. Bressler is a Managing Director of Thomas H. Lee Partners, L.P. Prior to joining Thomas H. Lee Partners, L.P., Mr. Bressler was the Senior Executive Vice President and Chief Financial Officer of Viacom Inc., with responsibility for managing all strategic, financial, business development and technology functions. Prior to that, Mr. Bressler served in various capacities with Time Warner Inc., including as Chairman and Chief Executive Officer of Time Warner Digital Media. He also served as Executive Vice President and Chief Financial Officer of Time Warner Inc. Before joining Time Inc., Mr. Bressler was a partner with the accounting firm of Ernst & Young. Mr. Bressler is currently a director of American Media Operations, Inc., Gartner, Inc., The Nielsen Company and Warner Music Group.

Charles A. Brizius is a Managing Director of Thomas H. Lee Partners, L.P. Prior to joining Thomas H. Lee Partners, L.P., Mr. Brizius worked in the Corporate Finance Department at Morgan Stanley & Co. Incorporated. Mr. Brizius has also worked as a securities analyst at The Capital Group Companies, Inc. and as an accounting intern at Coopers & Lybrand. Mr. Brizius is currently a director of Ariel Holdings Ltd. His prior directorships include Big V Holding Corp., Eye Care Centers of America, Inc., Spectrum Brands, Inc., Front Line Management Companies, Inc., Houghton Mifflin Company, TransWestern Communications Co., United Industries Inc. and Warner Music Group Corp. Mr. Brizius presently serves as President of the Board of Trustees of The Institute of Contemporary Art, Boston, Trustee of the Buckingham Browne & Nichols School and Board Member of The Steppingstone Foundation — a non-profit organization that develops programs which prepare urban schoolchildren for educational opportunities that lead to college.

John Connaughton has been a Managing Director of Bain Capital Partners, LLC since 1997 and a member of the firm since 1989. He has played a leading role in transactions in the media, technology and medical industries. Prior to joining Bain Capital, Mr. Connaughton was a consultant at Bain & Company, Inc., where he advised Fortune 500 companies. Mr. Connaughton currently serves as a director of Warner Music Group Corp., AMC Theatres, Cumulus Media Partners, LLC, Sungard Data Systems, Hospital Corporation of America (HCA), Quintiles Transnational Corp., MC Communications (PriMed), Warner Chilcott, CRC Health Group, and The Boston Celtics. He also volunteers for a variety of charitable organizations, serving as a member of The Berklee College of Music Board of Trustees and the UVa McIntire Foundation Board of Trustees.

Ed Han first joined Bain Capital Partners, LLC in 1998 and is currently a Principal of the firm. Prior to joining Bain Capital Partners, LLC, Mr. Han was a consultant at McKinsey & Company.

Jonathon S. Jacobson founded Highfields Capital Management, a Boston-based investment firm that currently manages over $11 billion for endowments, foundations and high net worth individuals, in July 1998. Prior to founding Highfields, he was a senior equity portfolio manager at Harvard Management Company, Inc. for eight years. At HMC, Mr. Jacobson concurrently managed both a U.S. and an Emerging Markets equity fund. Prior to that, Mr. Jacobson spent three years in the Equity Arbitrage Group at Lehman Brothers and two years in investment banking at Merrill Lynch in New York. Mr. Jacobson received an M.B.A. from the Harvard Business School in 1987 and graduated magna cum laude with a B.S. in Economics from the Wharton School, University of Pennsylvania in 1983. In September 2007, he was named to the Asset Managers’ Committee of the President’s Working Group on Financial Markets, which was formed to foster a dialogue with the Federal Reserve Board and Department of the Treasury on issues of significance to the investment industry. He is a Trustee of Brandeis University, where he is a member of both the Executive and Investment Committees, and Gilman School, where he also serves on the investment committee. He also serves on the boards of the Birthright Israel Foundation and Facing History and Ourselves and is a member of the Board of Dean’s Advisors at the Harvard Business School.

Ian K. Loring is a Managing Director at Bain Capital Partners, LLC. Prior to joining Bain Capital Partners, LLC in 1996, Mr. Loring was a Vice President of Berkshire Partners, with experience in technology, media and telecommunications industries. Mr. Loring serves on the Boards of Directors of Warner Music Group, NXP and Cumulus Media Partners, LLC, as well as other private companies.

Scott M. Sperling is Co-President of Thomas H. Lee Partners, L.P. Mr. Sperling’s current and prior directorships include Hawkeye Energy Holdings, Thermo Fisher Scientific, Inc., Warner Music Group Corp., Experian Information Solutions, Fisher Scientific, Front Line Management Companies, Inc., Houghton Mifflin Co., The Learning Company, LiveWire, LLC, PriCellular Corp., ProcureNet, ProSiebenSat.1, Wyndham Hotels and several other private companies. Prior to joining Thomas H. Lee Partners, L.P., Mr. Sperling was Managing Partner of The Aeneas Group, Inc., the private capital affiliate of Harvard Management Company, for more than ten years. Before that he was a senior consultant with the Boston Consulting Group. Mr. Sperling is also a director of several charitable organizations including the Brigham & Women’s / Faulkner Hospital Group, The Citi Center for Performing Arts and Wang Theater and Harvard Business School’s Rock Center for Entrepreneurship.

Kent R. Weldon is a Managing Director of Thomas H. Lee Partners, L.P. Prior to joining Thomas H. Lee Partners, L.P. Mr. Weldon worked at Morgan Stanley & Co. Incorporated in the Financial Institutions Group. Mr. Weldon also worked at Wellington Management Company, an institutional money management firm. Mr. Weldon is currently a director of Michael Foods and Nortek Inc. His prior directorships include FairPoint Communications, Inc., Fisher Scientific and THL—PMPL Holding Corp.

L. Lowry Mays is the founder of Clear Channel and was its Chairman and Chief Executive Officer from February 1997 to October 2004. Since that time, Mr. L. Lowry Mays has served as Clear Channel’s Chairman of the Board. He has been one of its directors since Clear Channel’s inception. Mr. L. Lowry Mays is the father of Mark P. Mays, currently Clear Channel’s Chief Executive Officer, and Randall T. Mays, currently Clear Channel’s President/Chief Financial Officer.

Paul J. Meyer has served as the Global President/Chief Operating Officer for Clear Channel Outdoor Holdings, Inc. (formerly Eller Media) since April 2005. Prior thereto, he was the President/Chief Executive Officer for Clear Channel Outdoor Holdings, Inc.

John E. Hogan was appointed Chief Executive Officer of Clear Channel Radio in August 2002. Prior thereto he was Chief Operating Officer of Clear Channel Radio.

The information regarding the nomination and election process of the Company’s board of directors set forth in the sections titled “Nomination of Director Candidates by Shareholders” and “Election of Directors” on pages 189 and 190, respectively, of the S-4 Registration Statement is incorporated herein by reference.

Executive Compensation

The sections titled “Compensation of our Named Executive Officers” and “Compensation Discussion and Analysis,” beginning on page 65 of the S-4 Registration Statement are incorporated herein by reference.

We have not disclosed the historical compensation information with respect to our executive officers (including our principal executive officer and our principal financial officer) since we are of the view that, as a new publicly held company, the disclosure of historical compensation for these individuals during their employment with Clear Channel would not accurately reflect the compensation programs and philosophies of the Company going forward. However, for information regarding the executive compensation of Clear Channel prior to the consummation of the Merger, please refer to the SEC filings of Clear Channel.

Potential Post-Employment Payments

Set forth below is a description of the potential severance and change-in-control payments that we would owe to those individuals whom we expect to be our named executive officers for fiscal year 2008.

Mark P. Mays and Randall T. Mays. The Mark Mays Employment Agreement and Randall Mays Employment Agreement each provide for the following severance payments in the event that we terminate their employment without “Cause” or if the executive terminates for “Good Reason.”

Under each executive agreement, “Cause” is defined as the executive’s: (i) willful and continued failure to perform his duties, following 10 days notice of the failure, (ii) willful misconduct that causes material and demonstrable injury, monetarily or otherwise, to the Company, Bain Fund IX or the THL Fund (collectively, the “ Sponsors ”) or any of their respective affiliates, (iii) conviction of, or plea of nolo contendere to, a felony or any misdemeanor involving moral turpitude that causes material and demonstrable injury, monetarily or otherwise, to the Company, the Sponsors or any of their respective affiliates, (iv) committing any act of fraud, embezzlement, or other act of dishonesty against the Company or its affiliates, that causes material and demonstrable injury, monetarily or otherwise, to the Company, the Sponsors or any of their respective affiliates, and (v) breach of any of the restrictive covenants in the agreement that causes material and demonstrable injury, monetarily or otherwise, to the Company, the Sponsors or any of their respective affiliates.

The term “Good Reason” includes, subject to certain exceptions, (i) a reduction in the executive’s base pay or annual incentive compensation opportunity, (ii) substantial diminution of the executive’s title, duties and responsibilities, (iii) failure to provide the executive with the use of a company provided aircraft for personal travel, and (iv) transfer of the executive’s primary workplace outside the city limits of San Antonio, Texas. In some circumstances, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by us within 10 days after receipt of notice thereof given by executive shall not constitute “Good Reason.”

If the executive is terminated by us without “Cause” or the executive resigns for “Good Reason” then the executive will receive (i) a lump-sum cash payment equal to his accrued but unpaid base salary through the date of termination, a prorated bonus (determined by reference to the bonus the executive would have received had he remained employed for the remainder of the year), payable at such time bonuses are normally paid for that year and (iii) provided the executive executes a release of claims, a lump-sum cash payment equal to three times the sum of the executive’s base salary and bonus (using the bonus paid to executive for the year prior to the year in which termination occurs).

In addition, provided the executive executes a release of claims, in the event that the executive’s employment is terminated by us without “Cause” or by the executive for “Good Reason,” we shall maintain in full force and effect, for the continued benefit of the executive, his spouse and his dependents for a period of three years following the date of termination, the medical and hospitalization insurance programs in which the executive, his spouse and his dependents were participating immediately prior to the date of termination, at the level in effect and upon substantially the same terms and conditions (including, without limitation, contributions required by executive for such benefits) as existed immediately prior to the date of termination. However, if the executive, his spouse, or his dependents cannot continue to participate in our programs providing such benefits, we shall arrange to provide the executive, his spouse and his dependents with the

economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs. The aggregate value of these continued benefits are capped at $50,000, even if the cap is reached prior to the end of the three-year period.

If the executive’s employment is terminated by us for “Cause” or by the executive other than for “Good Reason,” (i) we will pay the executive his base salary and his accrued vacation pay through the date of termination, as soon as practicable following the date of termination; (ii) we will pay the executive a prorated bonus (determined by reference to the bonus the executive would have received had he remained employed for the remainder of the year), payable at such time bonuses are normally paid for that year and (iii) we will reimburse the executive for reasonable expenses incurred, but not paid prior to such termination of employment.

During any period that the executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, the executive shall continue to receive his full base salary until his employment is terminated. If, as a result of the executive’s incapacity due to physical or mental illness, the executive shall have been substantially unable to perform his duties hereunder for an entire period of six consecutive months, and within 30 days after written notice of termination is given after such six-month period, the executive shall not have returned to the substantial performance of his duties on a full-time basis, the Company will have the right to terminate his employment for disability. In the event the executive’s employment is terminated for disability, the Company will pay to the executive his base salary and accrued vacation pay through the date of termination and a prorated bonus (determined by reference to the bonus the executive would have received had he remained employed for the remainder of the year), payable at such time bonuses are normally paid for that year, and will reimburse the executive for reasonable expenses incurred, but not paid prior to such termination of employment. If the executive’s employment is terminated by his death, the Company will pay in a lump sum to the executive’s beneficiary, legal representatives, or estate, as the case may be, the executive’s base salary and accrued vacation pay through the date of his death and a prorated bonus (determined by reference to the bonus the executive would have received had he remained employed for the remainder of the year), payable at such time bonuses are normally paid for that year, and will reimburse the executive for reasonable expenses incurred, but not paid prior to his death.

Copies of the Randall Mays Employment Agreement and the Mark Mays Employment Agreement are attached as Exhibits 10.5 and 10.6 hereto, respectively. The descriptions of the potential payments set forth herein do not purport to be complete and are qualified in their entirety by the provisions of such documents attached hereto.

L. Lowry Mays. The Lowry Mays Employment Agreement provides for the following severance payments in the event that the Company terminates his employment without “Extraordinary Cause” following the initial five-year term of the agreement.

Under the Lowry Mays Employment Agreement, “Extraordinary Cause” is defined as the executive’s: (i) willful misconduct that causes material and demonstrable injury to the Company, and (ii) conviction of a felony or other crime involving moral turpitude.

If Mr. L. Lowry Mays is terminated by us without “Extraordinary Cause” following the initial term, then he will receive (i) a lump-sum cash payment equal to his accrued but unpaid base salary and accrued vacation pay through the date of termination; (ii) a lump-sum cash payment equal to the base salary to which the executive would otherwise have been entitled to had he remained employed for the remainder of the then current term, provided he executes a release of claims; and (iii) a lump sum cash payment equal to the amount of the bonus the executive would have received had he remained employed for the remainder of the then-current term, payable at such time as bonuses are normally paid for the year in which termination occurs. In addition, we will continue to maintain, for the continued benefit of the executive, his spouse and his dependents for a period of five years following the date of termination, the medical and hospitalization insurance programs in which the executive, his spouse and his dependents were participating immediately prior to the date of termination, at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by the executive for such benefits) as existed immediately prior to the date of termination. However, if the executive, his spouse, or his dependents cannot continue to participate in our programs providing such benefits, we shall arrange to provide the executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs. The aggregate value of these continued benefits are capped at $3,000,000, even if the cap is reached prior to the end of the five-year period.

If the executive’s employment is terminated by us other than for “Extraordinary Cause,” by the executive or on account of the executive’s death or disability: (i) we will pay the executive his base salary and his accrued vacation pay through the date of termination, as soon as practicable following the date of termination and a pro-rated bonus (determined

by reference to the bonus the executive would have received had he remained employed for the remainder of the year), payable at the time bonuses are normally paid for that year and (ii) we will reimburse the executive for reasonable expenses incurred, but not paid prior to such termination of employment.

The description of the potential payment set forth herein does not purport to be complete and is qualified in its entirety by the provisions of the Lowry Mays Employment Agreement, a copy of which is attached as Exhibit 10.7 hereto.

Paul J. Meyer . If Paul J. Meyer’s employment with Clear Channel Outdoor Holdings, Inc. (“ CCOH ”) is terminated by CCOH for “Cause,” CCOH will, within 90 days, pay in a lump sum to Mr. Meyer his accrued and unpaid base salary and any payments to which he may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies). A termination for “Cause” must be for one or more of the following reasons: (i) conduct by Mr. Meyer constituting a material act of willful misconduct in connection with the performance of his duties, including violation of CCOH’s policy on sexual harassment, misappropriation of funds or property of CCOH, or other willful misconduct as determined in the sole discretion of CCOH; (ii) continued, willful and deliberate non-performance by Mr. Meyer of his duties hereunder (other than by reason of Mr. Meyer’s physical or mental illness, incapacity, or disability) where such non-performance has continued for more than 10 days following written notice of such non-performance; (iii) Mr. Meyer’s refusal or failure to follow lawful directives where such refusal or failure has continued for more than 30 days following written notice of such refusal or failure; (iv) a criminal or civil conviction of Mr. Meyer, a plea of nolo contendere by Mr. Meyer, or other conduct by Mr. Meyer that, as determined in the sole discretion of the Board of Directors, has resulted in, or would result in if he were retained in his position with CCOH, material injury to the reputation of CCOH, including conviction of fraud, theft, embezzlement, or a crime involving moral turpitude; (v) a breach by Mr. Meyer of any of the provisions of his employment agreement; or (vi) a violation by Mr. Meyer of CCOH’s employment policies.

If Mr. Meyer’s employment with CCOH is terminated by CCOH without “Cause,” a one year’s written notice is required. In that event, CCOH will, within 90 days after the effective date of the termination, pay in a lump sum to Mr. Meyer (i) his accrued and unpaid base salary and pro rated bonus, if any, and (ii) any payments to which he may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies). Additionally, Mr. Meyer will receive a total of $600,000, paid pro rata over a one-year period in accordance with CCOH’s standard payroll schedule and practices, as consideration for Mr. Meyer’s post-termination non-compete and non-solicitation obligations.

If Mr. Meyer’s employment with CCOH terminates by reason of his death, CCOH will, within 90 days, pay in a lump sum to such person as Mr. Meyer shall designate in a notice filed with CCOH or, if no such person is designated, to Mr. Meyer’s estate, Mr. Meyer’s accrued and unpaid base salary and prorated bonus, if any, and any payments to which Mr. Meyer’s spouse, beneficiaries, or estate may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies). If Mr. Meyer’s employment with CCOH terminates by reason of his disability (defined as Mr. Meyer’s incapacity due to physical or mental illness such that Mr. Meyer is unable to perform his duties under this Agreement on a full-time basis for more than 90 days in any 12-month period, as determined by CCOH), CCOH shall, within 90 days, pay in a lump sum to Mr. Meyer his accrued and unpaid base salary and prorated bonus, if any, and any payments to which he may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies).

A copy of Mr. Meyer’s employment agreement is attached as an exhibit to Clear Channel’s Current Report on Form 8-K filed on August 5, 2005 and is incorporated herein by reference. The description of the potential payments set forth herein do not purport to be complete and are qualified in their entirety by the provisions of Mr. Meyer’s employment agreement.

John E. Hogan . If John E. Hogan’s employment with Clear Channel Broadcasting, Inc. (“ CCB ”) is terminated by CCB for “Cause,” CCB will, within 45 days of his termination, pay in a lump sum to Mr. Hogan his accrued and unpaid base salary and any payments to which he may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies). A termination for “Cause” must be for one or more of the following reasons: (i) conduct by Mr. Hogan constituting a material act of willful misconduct in connection with the performance of his duties, including violation of CCB’s policy on sexual harassment, misappropriation of funds or property of CCB, or other willful misconduct as determined in the sole reasonable discretion of CCB; (ii) continued, willful and deliberate non-performance by Mr. Hogan of his duties hereunder (other than by reason of Mr. Hogan’s physical or mental illness, incapacity, or disability) where such non-performance has continued for more than 10 days following written notice of such non-performance; (iii) Mr. Hogan’s refusal or failure to follow lawful directives where such refusal or failure has continued for more than 30 days following written notice of such refusal or failure; (iv) a criminal or civil conviction of Mr. Hogan, a plea of nolo

contendere by Mr. Hogan, or other conduct by Mr. Hogan that, as determined in the sole reasonable discretion of the Board of Directors, has resulted in, or would result in if he were retained in his position with CCB, material injury to the reputation of CCB, including conviction of fraud, theft, embezzlement, or a crime involving moral turpitude; (v) a material breach by Mr. Hogan of any of the provisions of his employment agreement; or (vi) a material violation by Mr. Hogan of CCB’s employment policies.

If Mr. Hogan’s employment with CCB is terminated by CCB without “Cause,” if CCB terminates his employment following a notice of non-renewal of his employment agreement or if Mr. Hogan terminates his employment with CCB for “Good Cause,” CCB will: (i) within 45 days of his termination, pay in a lump sum to Mr. Hogan his accrued and unpaid base salary and any payments to which he may be entitled under any applicable employee benefit plan and (ii) provided Mr. Hogan executes a release of claims, pay Mr. Hogan in periodic payments twice a month in accordance with CCB’s standard payroll practices, an amount equal to three times the average of his annualized base salary for the current and prior full year. of employment. The term “Good Cause” is defined as one of the following: (i) a repeated willful failure of CCB to comply with a material term of Mr. Hogan’s employment agreement after receipt of written notice specifying the alleged failure; or (ii) a substantial and unusual change in Mr. Hogan’s position, material duties, responsibilities, or authority without an offer of additional reasonable compensation as determined by CCB in light of compensation levels for similarly situated employees; or (iii) a substantial and unusual reduction in Mr. Hogan’s material duties, responsibilities or authority. In order for Mr. Hogan to terminate his employment for Good Cause, he must provide CCB with written notice within thirty (30) days of the occurrence of “Good Cause,” following which CCB will have thirty (30) days to cure such occurrence. In addition, if Mr. Hogan terminates his employment agreement in writing within 90 days of the occurrence of circumstances that result in him no longer reporting to Messrs. Lowry, Mark or Randall Mays, such termination will be treated as a termination for Good Cause.

If Mr. Hogan terminates his employment following his delivery of a notice of non-renewal of his employment agreement, CCB will: (i) within 45 days of his termination, pay in a lump sum to Mr. Hogan his accrued and unpaid base salary and any payments to which he may be entitled under any applicable employee benefit plan and (ii) provided Mr. Hogan executes a release of claims, pay Mr. Hogan an amount equal to one year’s current base salary, with such amount to be paid in periodic payments twice a month over the course of Mr. Hogan’s one-year noncompetition period, in accordance with CCB’s standard payroll practices.

If Mr. Hogan’s employment with CCB terminates by reason of his death, CCB will, within 45 days, pay in a lump sum to such person as Mr. Hogan shall designate in a notice filed with CCB or, if no such person is designated, to Mr. Hogan’s estate, Mr. Hogan’s accrued and unpaid base salary and prorated bonus, if any, and any payments to which Mr. Hogan’s spouse, beneficiaries, or estate may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies). If Mr. Hogan’s employment with CCB terminates by reason of his disability (defined as Mr. Hogan’s incapacity due to physical or mental illness such that Mr. Hogan is unable to perform his duties under his Agreement on a full-time basis for more than 90 days in any 12-month period, as determined by CCB), CCB shall, within 45 days, pay in a lump sum to Mr. Hogan his accrued and unpaid base salary and prorated bonus, if any, and any payments to which he may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies).

A copy of Mr. Hogan’s employment agreement is attached as Exhibit 10.8 hereto. The description of the potential payments set forth herein do not purport to be complete and are qualified in their entirety by the provisions of Mr. Hogan’s employment agreement attached hereto.

Certain Relationships and Related Transactions, and Director Independence

Subject to the terms of the Affiliate Transactions Agreement, the terms of the Management Agreement were negotiated by and among the Company, Mergerco, the Fincos and the Managers. Following the Merger, Clear Channel became a party to the Affiliate Transactions Agreement and assumed the applicable obligations set forth therein.

The Company is also party to certain letter agreements with certain affiliates providing for, among other things, customary information and access rights.

The description of the Management Agreement in Item 1.01 of this Current Report on 8-K is incorporated by reference in this Item 8.01. The section entitled “Independence of Directors” on page 65 of the S-4 Registration Statement is incorporated herein by reference.

Legal Proceedings

The legal proceedings of the Company are described in the section entitled “Legal Proceedings” in Part I Item 3 of Clear Channel’s 2007 Annual Report, which is incorporated herein by reference. The Settlement Agreement is described in the section entitled “Entry Into Material Definitive Agreement” in Item 1.01 of Clear Channel’s Current Report on Form 8-K filed on May 14, 2008, which is incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

No class of the Company’s common stock is listed on a national securities exchange. Pursuant to the Merger Agreement and the Subscription Agreements (as defined below), the Company’s Class A Stock was issued for $36.00 per share as of the date of the Merger. We expect that the Company’s Class A Stock will be quoted on the Over-the-Counter Bulletin Board; however, as of the date hereof, there is no public market for the Company’s Class A Stock. As of the time of the filing of this Current Report on Form 8-K on July 30, 2008, there were approximately 125 holders of Class A Stock of the Company. All of the outstanding shares of Class B common stock and Class C common stock are held by Clear Channel IV and Clear Channel V, respectively.

Also see the sections entitled “Stock Exchange Listing” and “Resale of Holdings Class A Stock” on page 146 of the S-4 Registration Statement, which sections are incorporated herein by reference.

Recent Sales of Unregistered Securities

On July 30, 2008, the Company entered into a stock subscription agreement with Clear Channel IV and Clear Channel V (the “ Subscription Agreement ”). Pursuant to the Subscription Agreement, the Company issued 555,556 shares of Class B common stock to Clear Channel IV in exchange for cash consideration of $20,000,016 and 58,967,502 shares of Class C common stock to Clear Channel V in exchange for cash consideration of $2,122,830,072.

The issuances of common stock to investors in the Subscription Agreement were made in reliance upon an available exemption from registration under the Securities Act of 1933 (the “ Securities Act ”), by reason of Section 4(2) thereof or other appropriate exemptions, to persons who are “accredited investors,” as defined in Regulation D promulgated under the Securities Act and who meet other suitability requirements established for the private placement. Accordingly, and until registered under the Securities Act, the shares sold pursuant to the Subscription Agreement may not be offered or sold in the United States absent registration or availability of an applicable exemption from registration.

Description of Registrant’s Securities Registered Under the Securities Exchange Act of 1934

See the section entitled “Description of Holdings’ Capital Stock” beginning on page 182 of the S-4 Registration Statement, which section is herein incorporated by reference.

Indemnification of Directors and Officers

See the section entitled “Indemnification; Directors’ and Officers’ Insurance” on page 163 of the S-4 Registration Statement, which section is herein incorporated by reference.

Director Indemnification Agreement

Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K concerning the Company’s entry into definitive material agreements.

Financial Statements and Supplementary Data

Reference is made to the disclosure set forth under Item 9.01 of this Current Report on Form 8-K concerning the financial information of the Company.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Financial Statements and Exhibits

Reference is made to the disclosure set forth under Item 9.01 of this Current Report on Form 8-K concerning the financial information of the Company.

Item 9.01.

Financial Statements and Exhibits.

See the sections of Clear Channel’s Current Report on Form 8-K filed May 30, 2008 titled “Selected Financial Data” in Part II Item 6, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II Item 7, “Financial Statements and Supplementary Data” in Part II Item 8 and “Financial Statements and Exhibits” in Item 9.01, which sections are incorporated herein by reference. See also the section of Clear Channel’s Quarterly Report on Form 10-Q filed on May 9, 2008 titled “Unaudited Financial Statements” in Part I Item 1, which section is incorporated herein by reference, and Exhibit 99.1 to Clear Channel’s Current Report on Form 8-K filed on June 24, 2008, which is incorporated herein by reference.


Exhibit Number		Description
3.1		Third Amended and Restated Certificate of Incorporation of the Company (1)

3.2		Amended and Restated Bylaws of the Company (2)

10.1*		First Amended and Restated Management Agreement, dated as of July 28, 2008, by and among CC Media Holdings, Inc., BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, THL Managers VI, LLC and Bain Capital Partners, LLC

10.2		Stockholders Agreement, dated as of July 29, 2008, by and among CC Media Holdings, Inc., Clear Channel Capital IV, LLC, Clear Channel Capital V, L.P., L. Lowry Mays, Randall T. Mays, Mark P. Mays, LLM Partners, Ltd., MPM Partners, Ltd. and RTM Partners, Ltd. (3)

10.3		Side Letter Agreement, dated as of July 29, 2008, among CC Media Holdings, Inc., Clear Channel Capital IV, LLC, Clear Channel Capital V, L.P., L. Lowry Mays, Mark P. Mays, Randall T. Mays, LLM Partners, Ltd., MPM Partners Ltd. and RTM Partners, Ltd. (4)

10.4		Affiliate Transactions Agreement, dated as of July 30, 2008, by and among CC Media Holdings, Inc., Bain Capital Fund IX, L.P., Thomas H. Lee Equity Fund VI, L.P. and BT Triple Crown Merger Co., Inc. (5)

10.5*		Employment Agreement, dated as of July 28, 2008, by and among Randall T. Mays, CC Media Holdings, Inc. and BT Triple Crown Merger Co., Inc.

10.6*		Employment Agreement, dated as of July 28, 2008, by and among Mark P. Mays, CC Media Holdings, Inc. and BT Triple Crown Merger Co., Inc.

10.7*		Employment Agreement, dated as of July 28, 2008, by and among L. Lowry Mays, CC Media Holdings, Inc. and BT Triple Crown Merger Co., Inc.

10.8*		Employment Agreement, dated as of June 29, 2008, by and between John E. Hogan and Clear Channel Broadcasting, Inc.

10.9		Credit Agreement, dated as of May 13, 2008, by and among Clear Channel Communications, Inc. (as the successor-in-interest to BT Triple Crown Merger Co., Inc. following the effectiveness of the Merger), the subsidiary co-borrowers of the Company party thereto, Clear Channel Capital I, LLC, the lenders party thereto, Citibank, N.A., as Administrative Agent, and the other agents party thereto(6)

10.10*		Amendment No. 1, dated as of July 9, 2008, to the Credit Agreement, dated as of May 13, 2008, by and among Clear Channel Communications, Inc., the subsidiary co-borrowers of the Company party thereto, Clear Channel Capital I, LLC, the lenders party thereto, Citibank, N.A., as Administrative Agent, and the other agents party thereto.


10.11*		Amendment No. 2, dated as of July 28, 2008, to the Credit Agreement, dated as of May 13, 2008, by and among Clear Channel Communications, Inc., the subsidiary co-borrowers of the Company party thereto, Clear Channel Capital I, LLC, the lenders party thereto, Citibank, N.A., as Administrative Agent, and the other agents party thereto.

10.12		Credit Agreement, dated as of May 13, 2008, by and among Clear Channel Communications, Inc. (as the successor-in-interest to BT Triple Crown Merger Co., Inc. following the effectiveness of the Merger), the subsidiary borrowers of the Company party thereto, Clear Channel Capital I, LLC, the lenders party thereto, Citibank, N.A., as Administrative Agent, and the other agents party thereto(7)

10.13*		Amendment No. 1, dated as of July 9, 2008, to the Credit Agreement, dated as of May 13, 2008, by and among Clear Channel Communications, Inc., the subsidiary borrowers of the Company party thereto, Clear Channel Capital I, LLC, the lenders party thereto, Citibank, N.A., as Administrative Agent, and the other agents party thereto.

10.14*		Amendment No. 2, dated as of July 28 2008, to the Credit Agreement, dated as of May 13, 2008, by and among Clear Channel Communications, Inc., the subsidiary borrowers of the Company party thereto, Clear Channel Capital I, LLC, the lenders party thereto, Citibank, N.A., as Administrative Agent, and the other agents party thereto.

10.15		Purchase Agreement, dated May 13, 2008, by and among BT Triple Crown Merger Co., 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 (8)

10.16*		Indenture, dated July 30, 2008, by and among BT Triple Crown Merger Co., Inc., Law Debenture Trust Company of New York, Deutsche Bank Trust Company Americas and Clear Channel Communications, Inc. (as the successor-in-interest to BT Triple Crown Merger Co., Inc. following the effectiveness of the Merger)

10.17*		Supplemental Indenture, dated July 30, 2008, by and among Clear Channel Capital I, LLC, certain subsidiaries of Clear Channel Communications, Inc. party thereto and Law Debenture Trust Company of New York

10.18*		Registration Rights Agreement, dated July 30, 2008, by and among Clear Channel Communications, Inc., certain subsidiaries of Clear Channel Communications, Inc. party thereto, 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

10.19*		Clear Channel 2008 Executive Incentive Plan

10.20*		Form of Senior Executive Option Agreement

10.21*		Form of Senior Executive Restricted Stock Award Agreement

10.22*		Form of Senior Management Option Agreement

10.23*		Form of Executive Option Agreement

10.24*		Clear Channel 2008 Investment Program

10.25*		Clear Channel 2008 Annual Incentive Plan

10.26*		Form of Indemnification Agreement

10.27		Amended and Restated Voting Agreement dated as of May 13, 2008 by and among BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, CC Media Holdings, Inc., Highfields Capital I LP, Highfields Capital II LP, Highfields Capital III LP and Highfields Capital Management LP (9)


10.28		Voting Agreement dated as of May 13, 2008 by and among BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, CC Media Holdings, Inc., Abrams Capital Partners I, LP, Abrams Capital Partners II, LP, Whitecrest Partners, LP, Abrams Capital International, Ltd. and Riva Capital Partners, LP (10)

21.1		Subsidiaries

23.1		Consent of Ernst & Young LLP

99.1		Unaudited Pro Forma Condensed Consolidated Financial Statements of the Company for the year ended December 31, 2007 and for the three months ended March 31, 2008 (11)

99.2*		Press Release of Clear Channel Communications, Inc., dated as of July 30, 2008

99.3*		Final prospectus of Clear Channel Communications, Inc. dated June 23, 2008, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended.

99.4		Excerpts from Confidential Preliminary Offering Memorandum (12)

*	Filed herewith.

(1)	Incorporated by reference from Exhibit 3.1 to the Company’s Registration Statement on Form S-4 (Registration No. 333-151345) declared effective by the Securities and Exchange Commission on June 17, 2008.

(2)	Incorporated by reference from Exhibit 3.2 to the Company’s Registration Statement on Form S-4 (Registration No. 333-151345) declared effective by the Securities and Exchange Commission on June 17, 2008.

(3)	Incorporated by reference from Exhibit 4 of the Company’s Form 8-A Registration Statement filed July 30, 2008.

(4)	Incorporated by reference from Exhibit 5 of the Company’s Form 8-A Registration Statement filed July 30, 2008.

(5)	Incorporated by reference from Exhibit 6 of the Company’s Form 8-A Registration Statement filed July 30, 2008.

(6)	Incorporated by reference from Exhibit 10.2 to the Company’s Registration Statement on Form S-4 (Registration No. 333-151345) declared effective by the Securities and Exchange Commission on June 17, 2008.

(7)	Incorporated by reference from Exhibit 10.3 to the Company’s Registration Statement on Form S-4 (Registration No. 333-151345) declared effective by the Securities and Exchange Commission on June 17, 2008.

(8)	Incorporated by reference from Exhibit 10.4 to the Company’s Registration Statement on Form S-4 (Registration No. 333-151345) declared effective by the Securities and Exchange Commission on June 17, 2008.

(9)	Incorporated by reference from Annex E to the Company’s Registration Statement on Form S-4 (Registration No. 333-151345) declared effective by the Securities and Exchange Commission on June 17, 2008.

(10)	Incorporated by reference from Annex F to the Company’s Registration Statement on Form S-4 (Registration No. 333-151345) declared effective by the Securities and Exchange Commission on June 17, 2008.

(11)	Incorporated by reference from Exhibit 99.1 to Clear Channel Communications, Inc.’s Current Report on Form 8-K filed May 30, 2008.

(12)	Incorporated by reference from Exhibit 99.1 to Clear Channel Communications, Inc.’s Current Report on Form 8-K filed June 24, 2008.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	CC MEDIA HOLDINGS, INC.

Date: July 30, 2008

	By:	/s/ Herbert W. Hill, Jr.
	Name:	Herbert W. Hill, Jr.
	Title:	Senior Vice President, Chief Accounting Officer and Assistant Secretary

EXHIBIT INDEX


Exhibit Number		Description
3.1		Third Amended and Restated Certificate of Incorporation of the Company (1)

3.2		Amended and Restated Bylaws of the Company (2)

10.1*		First Amended and Restated Management Agreement, dated as of July 28, 2008, by and among CC Media Holdings, Inc., BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, THL Managers VI, LLC and Bain Capital Partners, LLC

10.2		Stockholders Agreement, dated as of July 29, 2008, by and among CC Media Holdings, Inc., Clear Channel Capital IV, LLC, Clear Channel Capital V, L.P., L. Lowry Mays, Randall T. Mays, Mark P. Mays, LLM Partners, Ltd., MPM Partners, Ltd. and RTM Partners, Ltd. (3)

10.3		Side Letter Agreement, dated as of July 29, 2008, among CC Media Holdings, Inc., Clear Channel Capital IV, LLC, Clear Channel Capital V, L.P., L. Lowry Mays, Mark P. Mays, Randall T. Mays, LLM Partners, Ltd., MPM Partners Ltd. and RTM Partners, Ltd. (4)

10.4		Affiliate Transactions Agreement, dated as of July 30, 2008, by and among CC Media Holdings, Inc., Bain Capital Fund IX, L.P., Thomas H. Lee Equity Fund VI, L.P. and BT Triple Crown Merger Co., Inc. (5)

10.5*		Employment Agreement, dated as of July 28, 2008, by and among Randall T. Mays, CC Media Holdings, Inc. and BT Triple Crown Merger Co., Inc.

10.6*		Employment Agreement, dated as of July 28, 2008, by and among Mark P. Mays, CC Media Holdings, Inc. and BT Triple Crown Merger Co., Inc.

10.7*		Employment Agreement, dated as of July 28, 2008, by and among L. Lowry Mays, CC Media Holdings, Inc. and BT Triple Crown Merger Co., Inc.

10.8*		Employment Agreement, dated as of June 29, 2008, by and between John E. Hogan and Clear Channel Broadcasting, Inc.

10.9		Credit Agreement, dated as of May 13, 2008, by and among Clear Channel Communications, Inc. (as the successor-in-interest to BT Triple Crown Merger Co., Inc. following the effectiveness of the Merger), the subsidiary co-borrowers of the Company party thereto, Clear Channel Capital I, LLC, the lenders party thereto, Citibank, N.A., as Administrative Agent, and the other agents party thereto(6)

10.10*		Amendment No. 1, dated as of July 9, 2008, to the Credit Agreement, dated as of May 13, 2008, by and among Clear Channel Communications, Inc., the subsidiary co-borrowers of the Company party thereto, Clear Channel Capital I, LLC, the lenders party thereto, Citibank, N.A., as Administrative Agent, and the other agents party thereto.

10.11*		Amendment No. 2, dated as of July 28, 2008, to the Credit Agreement, dated as of May 13, 2008, by and among Clear Channel Communications, Inc., the subsidiary co-borrowers of the Company party thereto, Clear Channel Capital I, LLC, the lenders party thereto, Citibank, N.A., as Administrative Agent, and the other agents party thereto.

10.12		Credit Agreement, dated as of May 13, 2008, by and among Clear Channel Communications, Inc. (as the successor-in-interest to BT Triple Crown Merger Co., Inc. following the effectiveness of the Merger), the subsidiary borrowers of the Company party thereto, Clear Channel Capital I, LLC, the lenders party thereto, Citibank, N.A., as Administrative Agent, and the other agents party thereto(7)


10.13*		Amendment No. 1, dated as of July 9, 2008, to the Credit Agreement, dated as of May 13, 2008, by and among Clear Channel Communications, Inc., the subsidiary borrowers of the Company party thereto, Clear Channel Capital I, LLC, the lenders party thereto, Citibank, N.A., as Administrative Agent, and the other agents party thereto.

10.14*		Amendment No. 2, dated as of July 28 2008, to the Credit Agreement, dated as of May 13, 2008, by and among Clear Channel Communications, Inc., the subsidiary borrowers of the Company party thereto, Clear Channel Capital I, LLC, the lenders party thereto, Citibank, N.A., as Administrative Agent, and the other agents party thereto.

10.15		Purchase Agreement, dated May 13, 2008, by and among BT Triple Crown Merger Co., 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 (8)

10.16*		Indenture, dated July 30, 2008, by and among BT Triple Crown Merger Co., Inc., Law Debenture Trust Company of New York, Deutsche Bank Trust Company Americas and Clear Channel Communications, Inc. (as the successor-in-interest to BT Triple Crown Merger Co., Inc. following the effectiveness of the Merger)

10.17*		Supplemental Indenture, dated July 30, 2008, by and among Clear Channel Capital I, LLC, certain subsidiaries of Clear Channel Communications, Inc. party thereto and Law Debenture Trust Company of New York

10.18*		Registration Rights Agreement, dated July 30, 2008, by and among Clear Channel Communications, Inc., certain subsidiaries of Clear Channel Communications, Inc. party thereto, 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

10.19*		Clear Channel 2008 Executive Incentive Plan

10.20*		Form of Senior Executive Option Agreement

10.21*		Form of Senior Executive Restricted Stock Award Agreement

10.22*		Form of Senior Management Option Agreement

10.23*		Form of Executive Option Agreement

10.24*		Clear Channel 2008 Investment Program

10.25*		Clear Channel 2008 Annual Incentive Plan

10.26*		Form of Indemnification Agreement

10.27		Amended and Restated Voting Agreement dated as of May 13, 2008 by and among BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, CC Media Holdings, Inc., Highfields Capital I LP, Highfields Capital II LP, Highfields Capital III LP and Highfields Capital Management LP (9)

10.28		Voting Agreement dated as of May 13, 2008 by and among BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, CC Media Holdings, Inc., Abrams Capital Partners I, LP, Abrams Capital Partners II, LP, Whitecrest Partners, LP, Abrams Capital International, Ltd. and Riva Capital Partners, LP (10)

21.1		Subsidiaries

23.1		Consent of Ernst & Young LLP

99.1		Unaudited Pro Forma Condensed Consolidated Financial Statements of the Company for the year ended December 31, 2007 and for the three months ended March 31, 2008 (11)

99.2*		Press Release of Clear Channel Communications, Inc., dated as of July 30, 2008

99.3*		Final prospectus of Clear Channel Communications, Inc. dated June 23, 2008, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended.

99.4		Excerpts from Confidential Preliminary Offering Memorandum (12)

*	Filed herewith.

(1)	Incorporated by reference from Exhibit 3.1 to the Company’s Registration Statement on Form S-4 (Registration No. 333-151345) declared effective by the Securities and Exchange Commission on June 17, 2008.

(2)	Incorporated by reference from Exhibit 3.2 to the Company’s Registration Statement on Form S-4 (Registration No. 333-151345) declared effective by the Securities and Exchange Commission on June 17, 2008.

(3)	Incorporated by reference from Exhibit 4 of the Company’s Form 8-A Registration Statement filed July 30, 2008.

(4)	Incorporated by reference from Exhibit 5 of the Company’s Form 8-A Registration Statement filed July 30, 2008.

(5)	Incorporated by reference from Exhibit 6 of the Company’s Form 8-A Registration Statement filed July 30, 2008.

(6)	Incorporated by reference from Exhibit 10.2 to the Company’s Registration Statement on Form S-4 (Registration No. 333-151345) declared effective by the Securities and Exchange Commission on June 17, 2008.

(7)	Incorporated by reference from Exhibit 10.3 to the Company’s Registration Statement on Form S-4 (Registration No. 333-151345) declared effective by the Securities and Exchange Commission on June 17, 2008.

(8)	Incorporated by reference from Exhibit 10.4 to the Company’s Registration Statement on Form S-4 (Registration No. 333-151345) declared effective by the Securities and Exchange Commission on June 17, 2008.

(9)	Incorporated by reference from Annex E to the Company’s Registration Statement on Form S-4 (Registration No. 333-151345) declared effective by the Securities and Exchange Commission on June 17, 2008.

(10)	Incorporated by reference from Annex F to the Company’s Registration Statement on Form S-4 (Registration No. 333-151345) declared effective by the Securities and Exchange Commission on June 17, 2008.

(11)	Incorporated by reference from Exhibit 99.1 to Clear Channel Communications, Inc.’s Current Report on Form 8-K filed May 30, 2008.

(12)	Incorporated by reference from Exhibit 99.1 to Clear Channel Communications, Inc.’s Current Report on Form 8-K filed June 24, 2008.

Exhibit 10.1

Execution Version

FIRST AMENDED AND RESTATED MANAGEMENT AGREEMENT

This First Amended and Restated Management Agreement (this “ Agreement ”) is entered into as of July 28, 2008 by and among CC Media Holdings, Inc., a Delaware corporation (“ New Holdco ”), BT Triple Crown Merger Co., Inc., a Delaware corporation (“ Triple Crown ”), B Triple Crown Finco, LLC, a Delaware limited liability company (“ B Finco ”), T Triple Crown Finco, LLC, a Delaware limited liability company (“ T Finco ” and together with B Finco, the “ Fincos ”), THL Managers VI, LLC, a Delaware limited liability company (“ THL ”), and Bain Capital Partners, LLC, a Delaware limited liability company (“ Bain ” and together with THL, the “ Managers ”; provided that after the Closing (as hereinafter defined) a Manager shall continue to be a “Manager” for all purposes hereunder only for the period when such Manager’s Affiliated Funds own, directly or indirectly, equity interests in New Holdco or its successor(s) in an amount sufficient to entitle that Manager or those funds (whether by ownership of Shares, contract or otherwise) to nominate, appoint or elect at least one director of New Holdco or its successor(s), or of a Holding Company, as hereinafter defined, that in turn controls New Holdco or its successor(s)). Certain capitalized terms used herein are specifically defined in Section 6.

RECITALS

WHEREAS, each of B Finco, T Finco and Triple Crown, has been formed for the purpose of engaging in a transaction in which Triple Crown will be merged with and into Clear Channel Communications, Inc., a Texas corporation (the “ Company ”), with the Company surviving (the “ Merger ”) pursuant to an Agreement and Plan of Merger among the Fincos, Triple Crown and the Company dated as of November 16, 2006 (as amended from time to time, the “ Merger Agreement ”);

WHEREAS, on March 1, 2007, Triple Crown, the Fincos and the Managers entered into a Management Agreement (the “ Original Management Agreement ”) pursuant to which the Managers agreed, among other things, to provide certain services to Triple Crown and the Fincos in connection with the Merger Agreement (as then in effect);

WHEREAS, the Merger Agreement was amended on April 18, 2007, and again on May 17, 2007 to, among other things, add New Holdco as a party to the Merger Agreement to provide shareholders of the Company an opportunity to elect (on the terms and subject to the conditions of the Merger Agreement) to receive shares of New Holdco as part of the merger consideration in the Merger;

WHEREAS, to enable New Holdco, Triple Crown and the Fincos to engage in the Merger and related transactions, the Managers provided financial and structural advice and analysis as well as assistance with due diligence investigations and negotiations (the “ Financial Advisory Services ”);

WHEREAS, New Holdco, Triple Crown and the Fincos want to retain the Managers to provide certain management, consulting and advisory services to the Clear Channel Corporations, and the Managers are willing to provide such services on the terms set forth below; and

WHEREAS, in connection with the May 17, 2007 amendment to the Merger Agreement, the Managers have agreed to restrict the amount of certain fees payable to them or their affiliates as and to the extent set forth in the Side Letter and the parties hereto therefore wish to amend and restate the Original Management Agreement by entering into this Agreement (which amends, restates and supersedes the Original Management Agreement).

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Services . Each of the Managers hereby agrees that, during the term of this Agreement specified in Section 3 hereof (the “Term”), it will provide the following types of management, consulting and advisory services to the Clear Channel Corporations as requested from time to time by the Boards of Directors or Managers, as applicable, of the Clear Channel Corporations and agreed by the Managers:

(a) advice in connection with the negotiation of agreements, contracts, documents and instruments relating to the Clear Channel Corporations’ financing;

(b) financial, managerial and operational advice in connection with the Clear Channel Corporations’ business, including, without limitation, advice with respect to the development and implementation of strategies for improving the operating, marketing and financial performance of the Clear Channel Corporations; and

(c) such other services (which may include financial and strategic planning and analysis, consulting services, human resources and executive recruitment services and other services) as such Manager and the Clear Channel Corporations may from time to time agree in writing.

Each Manager shall devote such time and efforts to the performance of services contemplated hereby as are reasonably necessary or appropriate; provided, however, that no minimum number of hours is or will be required to be devoted by Bain or THL on a weekly, monthly, annual or other basis. The Clear Channel Corporations acknowledge that each of the Managers’ services are not exclusive to any of the Clear Channel Corporations and that each Manager will render similar services to other persons and entities. The Managers and the Clear Channel Corporations understand that the Clear Channel Corporations may, at times, engage one or more investment bankers or financial advisers to provide services in addition to services provided by the Managers under this Agreement. In providing services to the Clear Channel Corporations, each Manager will act as an independent contractor and it is expressly understood and agreed that this Agreement is not intended to create, and does not create, any partnership, agency, joint venture or similar relationship and that no party has the right or ability to contract for or on behalf of any other party or to effect any transaction for the account of any other party.

2. Payment of Fees .

(a) In consideration of the Managers providing the Financial Advisory Services, the Clear Channel Corporations will, jointly and severally, pay or cause to be paid to the Managers (or such affiliates of the Managers as they may respectively designate), a fee in the amount of $87.5 million payable either (i) if the Closing occurs under the Merger Agreement, promptly upon Closing or (ii) in the event the Merger Agreement is terminated prior to the Closing, as promptly as practicable following such termination. Any fee payable under this Section 2(a) shall be equally divided between the two Managers (that is, $43.75 million to or at the direction of each Manager).

(b) From and after the Closing until the termination of this Agreement (as provided in Section 3 below), but subject to Section 2(c), the Clear Channel Corporations, jointly and severally, will pay to the Managers (or such affiliates as they may respectively designate) a non-refundable periodic retainer fee (the “ Periodic Retainer Fee ”) at a rate not greater than $15.0 million per year (the amount of the Periodic Retainer Fee to be determined by the Managers and the Clear Channel Corporations and approved by the board of directors of New Holdco, and, to the extent required by the Side Letter, also approved by the independent directors) as follows: the Company will pay one-half of the Periodic Retainer Fee in advance on the first business day of each March and September commencing on September 1, 2008; provided, however, that the Clear Channel Corporations will pay the first such semi-annual installment (subject to pro-ration as provided below, to correspond to the period from the Closing Date through September 1, 2008) upon the later of the Closing under the Merger Agreement and the receipt of any independent board approvals required by the Side Letter. The Periodic Retainer Fee shall be pro-rated for any partial year after the Closing during which this Agreement is in effect based on the number of days in such year in during which this Agreement is in effect. Periodic Retainer Fees shall not be refundable in whole or in part. At such times as there continue to be two Managers, the Periodic Retainer Fee shall be divided between the two Managers equally, one-half to each Manager, unless at any time after the Closing a Manager or such Manager’s Affiliated Funds are entitled (whether by ownership of Shares, contract or otherwise) to nominate, appoint or elect a different number of directors of New Holdco or its successor (or of any Holding Company that in turn controls New Holdco or its successor) than the number of such directors that the other Manager and its Affiliated Funds are so entitled to nominate, appoint or elect, in which case the Periodic Retainer Fee shall be divided between the Managers in the same proportion as the relative numbers of directors of New Holdco or its successor (or of any Holding Company that in turn controls New Holdco or its successor) that they and their Affiliated Funds are so entitled to nominate, appoint or elect; and at such times (if any) as there is only one Manager, the Periodic Retainer Fee will be payable in full to that remaining Manager.

(i) no fees shall be paid pursuant to Section 2(b) if payment of such fees would violate the terms of the Side Letter; and

(ii) if the payment of any fee required by subsections (b) above or Section 3 below would become due at a time when the Clear Channel Companies (or any of them) are in default in any material respect under the terms of the Principal Clear Channel Credit Facility, or if the payment of any such fee would violate or cause a default under the Principal Clear Channel Credit Facility, then payment of such amount will be delayed (with interest on such delayed payment to accrue at a rate of eight percent (8%) per annum) until such time as it can be paid without such default, whereupon it will be paid together with such interest.

3. Term . This Agreement shall continue in full force and effect until December 31, 2018; provided that on the first business day of October 2018 (and on the first business day of each October thereafter until this Agreement is terminated as provided herein) the term of this Agreement shall be automatically extended for an additional one year unless New Holdco or the Unanimous Managers provide to the other parties hereto written notice of non-renewal prior to such first business day in October. Notwithstanding the foregoing, the Unanimous Managers may elect to terminate this Agreement at any time. Upon any termination of the Agreement, the Company will (subject to Section 2(c)) pay any and all accrued and unpaid fees then owing under this Agreement as promptly as practicable. Sections 4 through 14 of this Agreement shall survive any termination of this Agreement with respect to matters occurring before, on or after the date of such termination.

4. Expenses; Indemnification .

(a) Expenses . The Clear Channel Corporations, jointly and severally, will pay on demand all Reimbursable Expenses. As used herein, “ Reimbursable Expenses ” means (i) all expenses incurred or accrued prior to the date on which the transactions contemplated by the Merger Agreement are consummated (the “ Closing Date ”) by any of the Managers or their affiliates in connection with this Agreement, the Merger or any related transactions, consisting of their respective out-of-pocket expenses for travel and other incidentals in connection with such transactions (including, without limitation, all air travel (by first class on a commercial airline or by charter or at charter equivalent rates in case of private aircraft, as determined by the party seeking reimbursement) and other travel related expenses) and the out-of-pocket expenses and the fees and charges of (A) Ropes & Gray LLP, (B) Weil, Gotshal & Manges, LLP, (C) Dow Lohnes PLLC, (D) Leventhal Senter & Lerman PLLC, (E) any foreign counsel retained by the Managers in connection with the transaction, (F) PriceWaterhouseCoopers, (G) Bain & Company, (H) Marsh McClennan, insurance specialists, (I) LEK Consulting, (J) Georgeson Inc., (K) Leo J. Shapiro & Associates and (L) any other consultants or advisors retained by the Managers in connection with such transactions, (ii) reasonable out-of-pocket expenses incurred from and after the Closing Date relating to their affiliated funds’ investment in, the operations of, or the services provided by the Managers or former Managers to, the Clear Channel

Corporations or any of their affiliates from time to time (including, without limitation, all air travel (by first class on a commercial airline or by charter, as determined by the appropriate Manager or former Manager) and other travel related expenses), (iii) reasonable out-of-pocket legal expenses incurred by any Manager or former Manager or their affiliates in connection with the enforcement of rights or taking of actions under this Agreement, under the Clear Channel Corporations’ certificates of incorporation and bylaws, or under any subscription agreements, stockholders agreements, registration rights agreements, voting agreements or similar agreements entered into with a Clear Channel Corporation in connection with investments in the Company and/or its subsidiaries (subject to any applicable limitations on expense reimbursement rights expressly set forth in such agreements) and (iv) expenses incurred by the Managers or former Managers, and their affiliates, which the Unanimous Managers agree are properly allocable to the Clear Channel Corporations under this Agreement.

(b) Indemnity and Liability . The Clear Channel Corporations, jointly and severally, will indemnify, exonerate and hold each of the Managers and former Managers, and each of their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “ Indemnitees ”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Indemnitees or any of them before or after the date of this Agreement (collectively, the “ Indemnified Liabilities ”), as a result of, arising out of, or in any way relating to (i) this Agreement, the Merger, any transaction to which a Clear Channel Corporation is a party or any other circumstances with respect to a Clear Channel Corporation or (ii) operations of, or services provided by any of the Managers or former Managers to the Clear Channel Corporations, or any of their affiliates from time to time, whether pursuant to this Agreement or otherwise (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of any Clear Channel Corporation or any of their accountants or other representatives, agents or affiliates); provided that the foregoing indemnification rights shall not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct, and further provided that, if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Clear Channel Corporations hereby agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 4(b), none of the circumstances described in the limitations contained in the first proviso in the immediately preceding sentence (i.e., an Indemnitee’s gross negligence or willful misconduct) shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Clear Channel Corporations, then such payments shall be

promptly repaid by such Indemnitee to the Clear Channel Corporations. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. None of the Indemnitees shall in any event be liable to the Clear Channel Corporations or any of their affiliates for any act or omission suffered or taken by such Indemnitee in connection with, relating to or arising out of this Agreement, including without limitation the services provided by such Indemnitee to any of the Clear Channel Corporations or any of their affiliates (a) that does not constitute gross negligence or willful misconduct or (b) in excess of the fees received by the applicable Manager hereunder. If the Indemnitees related to more than one Manager or former Manager are similarly situated with respect to their interests in connection with a matter that may be an Indemnified Liability and such Indemnified Liability is not based on a Third-Party Claim, the Indemnitees may enforce their rights pursuant to this Section 4(b) with respect to such matter only with the consent of at least a majority of the Managers or former Managers whose Indemnitees are so involved. In the event that any party that was previously a Manager hereunder ceases to be a Manager in accordance with the definition thereof, the provisions hereof for the benefit of Indemnitees of such party shall inure to such Indemnitees and their successors and assigns.

5. Disclaimer and Limitation of Liability; Opportunities .

(a) Disclaimer; Standard of Care . None of the Managers or former Managers makes any representations or warranties, express or implied, in respect of the services to be provided by any Manager or former Manager hereunder. In no event shall any of the Managers or former Manager be liable to the Clear Channel Corporations or any of their affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of such Manager or former Manager as determined by a final, non-appealable determination of a court of competent jurisdiction.

(b) Freedom to Pursue Opportunities . In recognition that each Manager or former Manager and their respective Indemnitees currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which each Manager or former Manager or their respective Indemnitees may serve as an advisor, a director or in some other capacity, and in recognition that each Manager or former Manager and their respective Indemnitees have myriad duties to various investors and partners, and in anticipation that the Clear Channel Corporations, on the one hand and each of the Managers or former Managers (or one or more affiliates, associated investment funds or portfolio companies), on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Clear Channel Corporations hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any

particular situation, the provisions of this Section 5(b) are set forth to regulate, define and guide the conduct of certain affairs of the Clear Channel Corporations as they may involve such Manager. Except as a Manager or former Manager may otherwise agree in writing after the date hereof:

(i) Such Manager or former Manager and its respective Indemnitees shall have the right: (A) to directly or indirectly engage in any business (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, any of the Clear Channel Corporations), (B) to directly or indirectly do business with any client or customer of any of the Clear Channel Corporations, (C) to take any other action that such Manager or former Manager believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 5(b), and (D) not to present potential transactions, matters or business opportunities to the Clear Channel Corporations or any of their subsidiaries, and to pursue, directly or indirectly, any such opportunity for itself, and to direct any such opportunity to another person.

(ii) Such Manager or former Manager and their respective Indemnitees shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Clear Channel Corporations or any of their affiliates or to refrain from any actions specified in Section 5(b)(i), and the Clear Channel Corporations, on their own behalf and on behalf of their affiliates, hereby renounce and waive any right to require such Manager or former Manager or any of their Indemnitees to act in a manner inconsistent with the provisions of this Section 5(b).

(iii) None of such Manager or former Manager, nor any of its Indemnitees shall be liable to the Clear Channel Corporations or any of their affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 5(b) or of any such person’s participation therein.

(c) Limitation of Liability . In no event will any of the Managers or former Managers or any of their Indemnitees be liable to the Clear Channel Corporations or any of their affiliates or either of the other Managers or former Managers or their Indemnitees for any indirect, special, incidental or consequential damages, including, without limitation, lost profits or savings, whether or not such damages are foreseeable, or for any third party claims (whether based in contract, tort or otherwise), relating to, in connection with or arising out of this Agreement, including without limitation the services to be provided by the Managers or former Managers hereunder, or for any act or omission that does not constitute gross negligence or willful misconduct or in excess of the fees received by the applicable Manager hereunder.

6. Definitions . For purposes of this agreement, the following terms shall have the following meanings:

“ Affiliated Funds ” shall mean, (i) with respect to any specified investment fund, any other investment fund that directly or indirectly controls, is controlled by or is under common control with such specified fund or that has the same general partner or primary investment advisor as such specified fund (or a general partner or primary investment advisor that controls, is controlled by or is under common control with the general partner or primary investment advisor of such specified fund) or (ii) with respect to any Manager, any investment fund for which that Manager or any of its affiliates is the primary investment advisor or that directly or indirectly controls, is controlled by or is under common control with such Manager, or that is an Affiliated Fund (under clause (i) above) of any such investment fund.

“ Closing ” shall have the meaning as defined in the Merger Agreement.

“ Clear Channel Corporation ” shall initially mean New Holdco and Triple Crown and shall also include any and all successors and direct or indirect wholly-owned subsidiaries of New Holdco or Triple Crown or their successors (including, after the Closing, the Company and its wholly-owned subsidiaries) and all Holding Companies.

“ Common Stock ” shall mean the common stock of New Holdco.

“ Holding Company ” shall mean, as of any date, a corporation or limited liability company whose primary assets (other than cash and cash equivalents) are (i) the common stock of New Holdco held directly by such Person and/or (ii) the equity securities of a corporation or limited liability company or other Persons the primary assets of which (other than cash and cash equivalents) are direct or indirect interests through one or more Persons in the Company.

“ Person ” means any individual or corporation, association, partnership, limited liability company, joint venture, joint stock or other company, business trust, trust, organization, or other entity of any kind.

“ Principal Clear Channel Credit Facility ” means, from time to time after the Closing, the Credit Agreement to be entered into at or about the time of Closing among certain of the Clear Channel Companies and their affiliates, Citibank, N.A., Deutsche Bank Trust Company Americas and certain of their affiliates and other lender parties (or, in the event of any substitution or replacement of such facility, whether due to refinancing or otherwise, any replacement or substitute senior credit facility that serves as the principal credit facility for the Company).

“ Shares ” shall mean at any time all shares of capital stock of New Holdco (and any successor or survivor to New Holdco) or of any Holding Company that in turn controls New Holdco (or any successor or survivor to New Holdco) held directly or indirectly by a Manager or its Affiliated Funds.

“ Side Letter ” shall mean that certain letter agreement with respect to restrictions on transactions between New Holdco and certain affiliates contemplated by the Voting Agreement dated a as of May 26, 2007 among Triple Crown, B Finco, T Finco, New Holdco, 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 the Cayman Islands, B.W.I., and Highfields Capital Management LP, a Delaware limited partnership.

“ Third-Party Claim ” shall mean any (i) claim brought by a Person other than a Clear Channel Corporation, a Manager or any indemnified Person related to a Manager and (ii) any derivative claim brought in the name of a Clear Channel Corporation that is initiated by a Person other than a Manager or any indemnified Person related to a Manager.

“ Unanimous Managers ” shall mean, as of any applicable time, (i) if THL and Bain is each a Manager, both THL and Bain, (ii) if THL is the only Manager, THL and (iii) if Bain is the only Manager, Bain.

7. Assignment, etc . Except as provided below, none of the parties hereto shall have the right to assign this Agreement without the prior written consent of each of the other parties. Notwithstanding the foregoing, (a) any Manager may assign all or part of its rights and delegate its obligations hereunder to any of its respective affiliates which provides services similar to those called for by this Agreement, in which event such Manager shall be released of its rights to receive further fees under Section 2 and further reimbursement of expenses under Section 4(a) and all of its obligations hereunder and such designated affiliate shall succeed to such rights and obligations, (b) a successor by merger to New Holdco or Triple Crown (including, upon the Closing, the Company as successor to Triple Crown) shall succeed to rights and obligations of New Holdco and/or Triple Crown, as applicable, hereunder and (c) the provisions hereof for the benefit of Indemnitees of the Managers shall inure to the benefit of such Indemnitees and their successors and assigns.

8. Amendments and Waivers . No amendment or waiver of any term, provision or condition of this Agreement shall be effective, unless in writing and executed by the Unanimous Managers and the Clear Channel Corporations; provided , that any Manager may waive any portion of any fee to which it is entitled pursuant to this Agreement, and, unless otherwise directed by such Manager, such waived portion shall revert to the Clear Channel Corporations. No waiver on any one occasion shall extend to or effect or be construed as a waiver of any right or remedy on any future occasion. No course of dealing of any person nor any delay or omission in exercising any right or remedy shall constitute an amendment of this Agreement or a waiver of any right or remedy of any party hereto.

9. Governing Law; Jurisdiction .

(a) Choice of Law . This Agreement and all matters arising under or related to this Agreement shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

(b) Consent to Jurisdiction . Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11 hereof is reasonably calculated to give actual notice.

(c) WAIVER OF JURY TRIAL . TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER

HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 9(c) CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 9(c) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

10. Entire Agreement . This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior communication or agreement with respect thereto.

11. Notice . Any notices and other communications required or permitted in this Agreement shall be effective if in writing and (a) delivered personally, (b) sent by facsimile or e-mail (if provided and the recipient acknowledges receipt thereof by reply e-mail or otherwise), or (c) sent by overnight courier, in each case, addressed as follows:

If to a Clear Channel Corporation, (x) if prior to the Closing Date, to it c/o Bain and THL at the addresses for them listed below and (y) if on or after the Closing Date to it at the corporate headquarters of the Company to the attention of its President; and, in either such case, with copies to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02210

Facsimile: (617) 951-7050

Attention: David C. Chapin, Esq.

E-mail: david.chapin@ropesgray.com

If to Bain, to it:

Bain Capital Partners, LLC

111 Huntington Avenue

Boston, Massachusetts 02199

Facsimile: (617) 516-2010

Attention: John Connaughton & Ian Loring

E-mail: jconnaughton@baincapital.com and iloring@baincapital.com

with copies to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Facsimile: (617) 951-7050

Attention: Alfred O. Rose, Esq.

E-mail: alfred.rose@ropesgray.com

If to THL, to it:

c/o Thomas H. Lee Partners

100 Federal Street

Boston, Massachusetts 02110

Facsimile: (617) 227-3514

Attention: Scott Sperling and Kent Weldon

E-mail: ssperling@thlee.com and kweldon@thlee.com

with copies to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Facsimile: (617) 951-7050

Attention: David C. Chapin, Esq.

E-mail: david.chapin@ropesgray.com

Unless otherwise specified herein, such notices or other communications shall be deemed effective (a) on the date received, if personally delivered, (b) on the date received if delivered by facsimile or e-mail (subject to the recipient confirming receipt thereof in the case of e-mail) on a business day, or if not delivered on a business day, on the first business day thereafter and (c) two business days after being sent by overnight courier. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.

12. Severability . In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

13. Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument. A facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original.

14. Payments . Each payment made pursuant to Section 2 or 3 shall be paid by wire transfer of immediately available federal funds to the accounts specified on Schedule 1 hereto, or to such other account(s) as the applicable Manager may specify to the Company in writing prior to such payment.

15. Clear Channel and Holding Companies’ Joinders . The parties hereto agree that from and after the date hereof, they shall cause each Holding Company (whether now or hereafter existing) and will cause the Company (at the Closing) to execute a joinder to become a party to this Agreement and agree to be bound by all of the provisions of this Agreement, including those that are applicable to such Holding Company as a “Clear Channel Corporation”.

16. This Agreement expressly supersedes and replaces the Original Management Agreement.

[Remainder of Page Intentionally Left Blank; Signature Pages follow]

IN WITNESS WHEREOF , each of the parties has caused this Agreement to be executed on its behalf as an instrument under seal as of the date first above written by its officer or representative thereunto duly authorized.

Exhibit 10.5

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AGREEMENT, dated effective as of July 28, 2008, by and between BT Triple Crown Merger Co., Inc. (“MergerSub”, together with its successors, the “Company”), CC Media Holdings, Inc. (“Holdings”) and Randall T. Mays (“Executive”).

WHEREAS, Clear Channel Communications, Inc., a Texas corporation and Executive previously entered into that certain Employment Agreement dated as of March 10, 2005 (the “Existing Agreement”); and

WHEREAS, Clear Channel Communications, Inc. has entered into an Agreement and Plan of Merger dated as of November 16, 2006, and amended on April 18, 2007, May 17, 2007 and May 13, 2008 (the “Merger Agreement”), pursuant to which, on the terms and subject to the conditions set forth therein, MergerSub shall merge within and into Clear Channel Communications, Inc., with Clear Channel Communications, Inc. surviving such merger at and after the Effective Time (as defined in the Merger Agreement), and Holdings shall, on the date of consummation of the transactions contemplated under the Merger Agreement, be the ultimate parent holding company of the Company; and

WHEREAS, the Company and Executive desire to amend and restate the terms of the Existing Agreement between the Company and Executive, to be effective as of the Effective Time.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth below, the parties hereby amend and restate the Existing Agreement effective as of the Effective Time as follows:

1. Employment . The Company hereby agrees to continue to employ Executive as the President and Chief Financial Officer , and Executive hereby accepts such continued employment, on the terms and conditions hereinafter set forth.

2. Term . The period of employment of Executive by the Company under this Agreement (the “Employment Period”) shall commence on the date upon which the Effective Time occurs (the “Effective Date”) and shall have an original term of five (5) years, and shall be automatically extended thereafter for successive terms of one year each, unless either party provides notice to the other at least twelve months prior to the expiration of the original or any extension term that the Agreement is not to be extended. The Employment Period may be sooner terminated by either party in accordance with Section 6 of this Agreement.

3. Position and Duties . During the Employment Period, Executive shall serve as President and Chief Financial Officer of the Company, and shall report solely and directly to the Board of Directors (the “Board”) of Holdings. Executive shall have those powers and duties normally associated with the position of President and Chief Financial Officer of entities comparable to the Company and such other powers and duties as may be prescribed by the Board; provided, that such other powers and duties are consistent with Executive’s position as President and Chief Financial Officer. Executive shall devote as much of his working time, attention and energies during normal business hours (other than absences due to illness or vacation) to satisfactorily perform his duties for the Company. Notwithstanding the above,

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Executive shall be permitted, to the extent such activities do not substantially interfere with the performance by Executive of his duties and responsibilities hereunder or violate Section 11 hereof, to (i) manage Executive’s personal, financial and legal affairs, (ii) serve on civic or charitable boards or committees or on the Board of Directors of Live Nation Inc. and its committees (it being expressly understood and agreed that Executive’s continuing to serve on any such boards and/or committees on which Executive is serving, or with which Executive is otherwise associated, as of the Effective Date shall be deemed not to interfere with the performance by Executive of his duties and responsibilities under this Agreement), and (iii) deliver lectures or fulfill speaking engagements. During the Employment Period, for so long as Executive remains an officer of the Company, (i) Executive shall also serve as a member of the Board of the Company, and (ii) Executive shall also serve as President and Chief Financial Officer of Holdings and as a member of the Board of Holdings.

4. Place of Performance . The principal place of employment of Executive shall be at the Company’s principal executive offices in San Antonio, Texas.

5. Compensation and Related Matters .

(a) Base Salary and Bonus . During the Employment Period, the Company shall pay Executive a base salary at the rate of not less than $875,000 per year (“Base Salary”). Executive’s Base Salary shall be paid in approximately equal installments in accordance with the Company’s customary payroll practices. The Compensation Committee of the Board of Holdings (the “Compensation Committee”) shall review Executive’s Base Salary for increase (but not decrease) no less frequently than annually and consistent with the executive compensation practices and guidelines of the Company and Holdings. If Executive’s Base Salary is increased by the Company, such increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement. In addition to Base Salary, Executive shall be eligible to receive an annual bonus (the “Performance Bonus”). Unless the Board of Holdings and Executive mutually agree otherwise, the amount of the Performance Bonus shall be determined by the Board of Directors of Holdings (which may act through its Compensation Committee) in its sole discretion, provided, however, that in any year during the Employment Period in which the Company achieves at least eighty percent (80%) of the budgeted OIBDAN for the given year (the “Target OIBDAN”), as set forth in the Management Plan previously presented to the Sponsor Group ¹ (as defined in the Stockholders Agreement, dated as of July 29, 2008, by and among the Mergersub, Holdings, the Executive, and other stockholders of Holdings (the “Stockholders Agreement”)) and consistent with the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable, such Performance Bonus shall be no less than $6,625,000. The Management Plan will be subject to equitable adjustment by the Compensation Committee of Holdings to take into account material acquisitions, dispositions and other material extraordinary events; provided, that the parties hereto will use their reasonable best efforts to facilitate the payment of the bonuses hereunder on a basis that is consistent with such payments qualifying for the performance-based compensation exception under Section 162(m) of the Code and the regulations thereunder. If the Company does not achieve the Target OIBDAN in any given year, the amount of the Performance Bonus, if any, shall be determined by the Board of Holdings

¹	Presented on May 17, 2007.

in its sole discretion. The Performance Bonus, if any, shall be payable in one lump sum between January 1 and March 15 of the year following the year for which the Performance Bonus was earned.

(b) Expenses and Perquisites . The Company shall promptly reimburse Executive for all reasonable business expenses upon the presentation of reasonably itemized statements of such expenses, in accordance with the Company’s policies and procedures now in force or as such policies and procedures may be modified generally with respect to senior executive officers of the Company. In addition, during the Employment Period, Executive shall be entitled to, at the sole expense of the Company:

(i)

the use of an automobile appropriate to his position and no less qualitative than the automobile provided to him immediately prior to the date of this Agreement; and

(ii)

use of a Company-provided aircraft for personal travel, in accordance with Company policy as in effect on November 16, 2006 (the “Aircraft Benefit”).

(c) Vacation . Executive shall be entitled to the number of weeks of paid vacation per year that he was eligible for immediately prior to the date of this Agreement, but in no event less than four (4) weeks annually. Unused vacation may be carried forward from year to year. Vacation shall otherwise be governed by the policies of the Company, as in effect from time to time. In addition to vacation, Executive shall be entitled to the number of sick days and personal days per year that other senior executive officers of the Company with similar tenure are entitled to under the Company’s policies.

(e) Welfare, Pension and Incentive Benefit Plans . During the Employment Period, subject to the terms of the applicable plan documents and generally applicable Company policies, Executive (and his spouse and dependents to the extent provided therein) shall be entitled to participate in and be covered under all the welfare benefit plans or programs maintained by the Company from time to time for the benefit of its senior executives (other than benefits maintained exclusively for the Chairman Emeritus), including, without limitation, all medical, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs. During the Employment Period, the Company shall provide to Executive (and his spouse and dependents to the extent provided under the applicable plans or programs) the same type and substantially equivalent levels of participation and employee benefits (other than severance pay plans and, except with the express consent of the Board of Holdings, incentive bonus programs other than as explicitly set forth in Section 5(a) hereof) as are being provided to other senior executives (and their spouses and dependents to the extent provided under the applicable plans or programs) on the Effective Date, subject to modifications affecting all senior executive officers.

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(f) Equity Incentive Award . At or promptly following the Effective Time, the Company will grant Executive an equity incentive award pursuant to a new equity incentive plan in substantially the form of the Clear Channel 2008 Executive Incentive Plan attached hereto as Exhibit A and related restricted stock and stock option award agreements in the forms attached hereto as Exhibits B and C , respectively. Executive shall not be eligible to receive any stock options, restricted stock or other equity of the Company or Holdings, whether under an equity incentive plan or otherwise, except as expressly provided for in this Agreement or as expressly authorized for him individually by the Board of Holdings.

(g) Equity Rollover. Effective as of the Effective Date, Executive will exchange 732,859 shares of Company common stock previously issued to him and the currently held options to acquire shares of Company common stock (“Old Options”) that are identified on Exhibit D, all on the terms and subject to the conditions of a Rollover Option Agreement substantially in the form attached hereto as Exhibit E-1 , the Notice of Restricted Stock Rollover Agreement substantially in the form attached hereto as Exhibit E-2 , and the Stock Rollover Agreement substantially in the form attached hereto as Exhibit E-3 . The total value (based on, with respect to shares of Company common stock, the Cash Consideration (as defined under the Merger Agreement), and with respect to the Old Options, the excess of the Cash Consideration over the per share exercise price) by of all of the foregoing will not exceed $10 million.

6. Termination . Executive’s employment hereunder may be terminated during the Employment Period under the following circumstances:

(a) Death . Executive’s employment hereunder shall terminate upon his death.

(b) Disability . If, as a result of Executive’s incapacity due to physical or mental illness, Executive shall have been substantially unable to perform his duties hereunder notwithstanding the provision of reasonable accommodation for a period of six (6) consecutive months, and within thirty (30) days after written Notice of Termination is given after such six (6) month period Executive shall not have returned to the substantial performance of his duties on a full-time basis, the Company shall have the right to terminate Executive’s employment hereunder for “Disability”, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement.

(c) Cause . The Company shall have the right to terminate Executive’s employment for Cause by providing Executive with a written Notice of Termination, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, “Cause” shall mean:

(i)

Executive’s willful and continued failure to perform his material duties with respect to the Company or its Affiliates which, if curable, continues beyond ten business days after a written demand for substantial performance is delivered to Executive by the Company; or

(ii)

Willful or intentional engaging by Executive in material misconduct that causes material and demonstrable injury,

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monetarily or otherwise, to the Company, the Sponsor Group (as defined in the Stockholders Agreement) or any of their respective Affiliates; or

(iii)

Executive’s conviction of, or a plea of nolo contendre to, a crime constituting (A) a felony under the laws of the United States or any state thereof; or (B) a misdemeanor involving moral turpitude that causes material and demonstrable injury, monetarily or otherwise, to the Company, the Sponsor Group or any of their respective Affiliates; or

(iv)

Executive’s committing or engaging in any act of fraud, embezzlement, theft or other act of dishonesty against the Company or its Affiliates that causes material and demonstrable injury, monetarily or otherwise, to the Company, the Sponsor Group or any of their respective Affiliates; or

(v)

Executive’s breach of any provision of Section 11 hereof that causes material and demonstrable injury, monetarily or otherwise, to the Company, the Sponsor Group or any of their respective Affiliates.

Whether “Cause” exists shall be determined by at least a majority of the members of the Board of the Company at a meeting of the Board called and held for such purpose, provided that at least a majority of the members of the Board of Holdings has determined prior to such meeting that Cause exists.

(d) Good Reason . Executive may terminate his employment for “Good Reason” by providing the Company with a written Notice of Termination. The following events, without the written consent of Executive, shall constitute “Good Reason”:

(i)

Reduction in Executive’s Base Salary or annual incentive compensation opportunity, other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event; or

(ii)

Substantial diminution in Executive’s title, duties and responsibilities, other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company notice of such event; or

(iii)

Failure by the Company to provide the Aircraft Benefit or any material breach of its obligations to provide such Benefit, which is other than insubstantial, inadvertent, not in bad faith and is not repeated; or

(iv)

Transfer of Executive’s primary workplace outside the city limits of San Antonio, Texas;

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Executive expressly acknowledges and agrees that the Company’s provision of notice of non-renewal of the Agreement pursuant to Section 2 hereof, alone or in combination with the transition of Executive’s duties to another employee during the notice period, shall not constitute Good Reason.

Executive expressly waives any rights he might otherwise have, under the Existing Agreement or otherwise, to resign for Good Reason or otherwise receive any compensation in the nature of severance or separation pay or benefits as a result of the transaction contemplated by the Merger Agreement (the “Transaction”).

(e) Without Cause . The Company shall have the right to terminate Executive’s employment hereunder without Cause by providing Executive with a Notice of Termination at least thirty (30) days prior to such termination, and such termination shall not in and of itself be, nor shall it be deemed to be, a breach of this Agreement. In the event of termination pursuant to this Section 6(e), the Board of the Company may elect to waive the period of notice, or any portion thereof, and, if the Board so elects, the Company will pay Executive his Base Salary for the initial thirty (30) days of the notice period or for any lesser remaining portion of such period, payable in accordance with the regular payroll practices of the Company.

(f) Without Good Reason . Executive shall have the right to terminate his employment hereunder without Good Reason by providing the Company with a Notice of Termination at least thirty (30) days prior to such termination, and such termination shall not in and of itself be, nor shall it be deemed to be, a breach of this Agreement. In the event of termination pursuant to this Section 6(f), the Board of the Company may elect to waive the period of notice, or any portion thereof, and, if the Board so elects, the Company will pay Executive his Base Salary for the initial thirty (30) days of the notice period or for any lesser remaining portion of such period, payable in accordance with the regular payroll practices of the Company.

7. Termination Procedure .

(a) Notice of Termination . Any termination of Executive’s employment by the Company or by Executive during the Employment Period (other than termination pursuant to Section 6(a)) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 15. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which indicates the specific termination provision in this Agreement relied upon, and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.

(b) Date of Termination . “Date of Termination” shall mean (i) if Executive’s employment is terminated by his death, the date of death, (ii) if Executive’s employment is terminated pursuant to Section 6(b), thirty (30) days after Notice of Termination (provided that Executive shall not have returned to the substantial performance of his duties on a full-time basis during such thirty (30) day period), and (iii) if Executive’s employment is terminated for any other reason, the date on which a Notice of Termination is given or any later date set forth in such Notice of Termination.

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8. Compensation Upon Termination or During Disability . In the event Executive is disabled or his employment terminates during the Employment Period, the Company shall provide Executive with the payments and benefits set forth below; provided, however, that any obligation of the Company to Executive under Section 8(a), other than for Final Compensation, is expressly conditioned upon Executive signing and returning to the Company a timely and effective release of claims in the form attached hereto as Exhibit F (by the deadline specified therein (any such release submitted by such deadline, the “Executive Release of Claims”)) and delivering it to the Company within thirty (30) days of the date of his separation from service. Following the Company’s receipt of a timely and effective Release of Claims, the Company and Holdings shall execute a release of claims in favor of Executive in the form attached hereto as Exhibit G (the “Company Release of Claims”). The Executive Release of Claims required for separation benefits in accordance with Section 8(a) creates legally binding obligations on the part of Executive, and the Company and its Affiliates therefore advise Executive and his beneficiary or legal representative, as applicable, to seek the advice of an attorney before signing it.

(a) Termination By the Company Without Cause or By Executive for Good Reason . If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason:

(i)

the Company shall pay to Executive his Base Salary, Bonus and unused vacation pay accrued or prorated through the Date of Termination, and shall reimburse Executive pursuant to Section 5(b) for reasonable business expenses incurred but not paid prior to such termination of employment (together, “Final Compensation”). The Base Salary and vacation components of Final Compensation shall be paid in a lump sum as soon as practicable following the Date of Termination, but in no event later than two and a half months following the end of the taxable year including the Date of Termination. The Bonus component of Final Compensation shall be calculated by multiplying the amount of the Performance Bonus (if any) Executive would have earned had he remained employed for the full year in which the Date of Termination occurs by a fraction, the numerator of which is the number of days during such year that Executive was employed and the denominator of which is 365, and shall be paid at the times bonuses for the year in which the Date of Termination occurs are paid to executives of the Company generally, but in no event later than two and a half months following the end of the taxable year in which the Date of Termination occurs;

(ii)

provided Executive signs and returns a timely and effective Release of Claims, the Company shall pay to Executive a lump-sum cash payment equal to three (3) times the sum of (A) Executive’s Base Salary and (B) the Bonus paid to Executive for the year prior to the year in which termination occurs; and

(iii)

provided Executive signs and returns a timely and effective Release of Claims, the Company shall maintain in full force and effect, for the continued benefit of the Executive and his eligible

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dependents, for a period of three (3) years following the Date of Termination the medical and hospitalization insurance programs in which the Executive and his dependents were participating immediately prior to the Date of Termination, at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive or his dependents cannot continue to participate in the Company plans and programs providing these benefits, the Company shall arrange to provide Executive and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs (the “Continued Benefits”), provided, that such Continued Benefits shall terminate on the date or dates Executive receives equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. Notwithstanding anything to the contrary in this Section 8(a)(iii), the aggregate value (as the same would be determined under Section 280G of the Code) of the Continued Benefits shall in no event exceed Fifty Thousand Dollars ($50,000) (the “Aggregate Cap”); accordingly, the Company’s obligation to provide the Continued Benefits shall cease once such value of the Continued Benefits that have been provided to the Executive and/or his dependents reaches the Aggregate Cap, even if such date occurs prior to the three (3)-year anniversary of the Date of Termination.

(b) Termination By the Company for Cause or By Executive Without Good Reason . If Executive’s employment is terminated by the Company for Cause or by Executive other than for Good Reason, the Company shall pay Executive the Final Compensation at the time and in the manner set forth in Section 8(a)(i) hereof. The Company shall have no further obligation to Executive upon such termination under this Agreement.

(c) Disability . During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness (“Disability Period”), Executive shall continue to receive his full Base Salary set forth in Section 5(a) until his employment is terminated pursuant to Section 6(b), and the Company may, in its discretion, designate another individual to act in Executive’s place, and such designation shall not constitute Good Reason. In the event Executive’s employment is terminated for Disability pursuant to Section 6(b), the Company shall pay to Executive the Final Compensation at the time and in the manner set forth in Section 8(a)(i) hereof. The Company shall have no further obligation to Executive upon such termination under this Agreement.

(d) Death . If Executive’s employment is terminated by his death, the Company shall pay the Final Compensation to Executive’s beneficiary, legal representatives or estate, as the case may be, at the time and in the manner set forth in Section 8(a)(i) hereof. The Company shall have no further obligation to Executive upon such termination under the Agreement.

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(e) Timing of Payments . If at the time of Executive’s separation from service, Executive is a “specified employee,” as hereinafter defined, any and all amounts payable under this Section 8 in connection with such separation from service that constitute deferred compensation subject to Section 409A of Code (“Section 409A”), as determined by the Company in its sole discretion, and that would (but for this sentence) be payable within six months following such separation from service, shall instead be paid on the date that follows the date of such separation from service by six (6) months. For purposes of the preceding sentence, “separation from service” shall be determined in a manner consistent with subsection (a)(2)(A)(i) of Section 409A and the term “specified employee” shall mean an individual determined by the Company to be a specified employee as defined in subsection (a)(2)(B)(i) of Section 409A.

9. Gross-Up Payment .

(i)

Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) to or for the benefit of Executive as a result of the Transaction (the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Code”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Company shall pay to Executive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any Excise Tax) imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the sum of (x) the Excise Tax imposed upon the Payments and (y) the product of any deductions disallowed because of the inclusion of the Gross-Up Payment in Executive’s adjusted gross income and the highest applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to (A) pay federal income taxes at the highest marginal rates of federal income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-Up Payment is to be made, (B) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes and (C) have otherwise allowable deductions for federal income tax purposes at least equal to those which could be disallowed because of the inclusion of the Gross-Up Payment in Executive’s adjusted gross income.

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(ii)

Subject to the provisions of Section 9(e)(i), all determinations required to be made under this Section 9(e), including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinations, shall be made by a nationally recognized public accounting firm that is selected by the Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from the Company or Executive that there has been a Payment, or such earlier time as is requested by the Company or Executive (collectively, the “Determination”). All fees and expenses of the Accounting Firm shall be borne solely by the Company, and the Company shall enter into any reasonable agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under this Section 9(e) with respect to any Payments made to Executive shall be made to the relevant tax authorities no later than the date on which the Excise Tax on such Payments is due to the relevant tax authorities. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion to such effect, and to the effect that failure to report the Excise Tax, if any, on Executive’s applicable federal income tax return should not result in the imposition of a negligence or similar penalty.

(iii)

As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”) or Gross-Up Payments are made by the Company which should not have been made (“Overpayment”), consistent with the calculations required to be made hereunder. In the event that Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. In the event the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive (to the extent he has received a refund if the applicable Excise Tax has been paid to the Internal Revenue Service) to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax.

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(iv)

Executive expressly acknowledges and agrees that the Gross-Up Payment is limited exclusively to Excise Tax that may come due in connection with Payments to or for the benefit of Executive as a result of the Transaction, and that Executive will not be entitled to any Gross-Up Payments as a result of any change of control that may occur following the Effective Date.

10. Mitigation . Executive shall not be required to mitigate amounts payable under this Agreement by seeking other employment or otherwise, and there shall be no offset against amounts due Executive under this Agreement on account of subsequent employment except as specifically provided herein. Additionally, amounts owed to Executive under this Agreement shall not be offset by any claims the Company may have against Executive, and the Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any other circumstances, including, without limitation, any counterclaim, recoupment, defense or other right which the Company may have against Executive or others.

11. Restrictive Covenants .

(a) Confidential Information .

(i)

Executive acknowledges that the Company and its Affiliates continually develop Confidential Information, that Executive has developed and will develop Confidential Information for the Company or its Affiliates, and that Executive has learned and will learn of Confidential Information during the course of his employment. Executive will comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information. Executive shall hold in a fiduciary capacity for the benefit of the Company all trade secrets and Confidential Information, knowledge or data relating to the Company, its Affiliates and their businesses and investments, which shall have been obtained by Executive during Executive’s employment by the Company and which is not generally available public knowledge (other than by acts of Executive in violation of this Agreement or by any other person having an obligation of confidentiality to the Company or any of its Affiliates). Except as may be required or appropriate in connection with carrying out his duties under this Agreement, Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or any legal process, or as is necessary in connection with any adversarial proceeding against the Company (in which case Executive shall use his reasonable best efforts in cooperating with the Company in obtaining a protective order against disclosure by a court of competent jurisdiction), use, communicate or divulge any such trade secrets, Confidential Information, knowledge or data to anyone other than the Company and those designated by the Company or on behalf of the Company in the furtherance of its business. Executive understands that this restriction shall continue to apply after his employment terminates, regardless of the reason for such termination.

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For purposes of this Agreement, “Confidential Information” shall mean any and all information of the Company and its Affiliates that is not generally known by those with whom the Company or any of its Affiliates competes or does business, or with whom the Company or any of its Affiliates plans to compete or do business, and any and all information, publicly known in whole or in part or not, which, if disclosed by the Company or any of its Affiliates, would assist in competition against them. Confidential Information includes without limitation such information relating to (i) the development, research, testing, manufacturing, marketing and financial activities of the Company and its Affiliates, (ii) the costs, sources of supply, financial performance and strategic plans of the Company and its Affiliates, (iii) the identity and special needs of the customers of the Company and its Affiliates and (iv) the people and organizations with whom the Company and its Affiliates have business relationships and the nature and substance of those relationships. Confidential Information also includes any information that the Company or any of its Affiliates has received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed to others.

For purposes of this Agreement, “Affiliates” shall mean all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by management authority, contract or equity interest. For the avoidance of doubt, Affiliates includes Holdings.

(ii)

All documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of the Company or its Affiliates, and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by Executive, shall be the sole and exclusive property of the Company and its Affiliates. Executive shall safeguard all Documents and shall surrender to the Company at the time his employment terminates, or at such earlier time or times as the Board of the Company or Holdings or its designee may specify, all Documents then in Executive’s possession or control.

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(b) Restricted Activities . Executive hereby agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, trade secrets, Confidential Information and other legitimate interests of the Company and its Affiliates. In consideration of Executive’s employment hereunder, and the Company’s agreement to grant Executive access to trade secrets and other Confidential Information of the Company and its Affiliates and to their customers, and in view of the confidential position to be held by Executive hereunder, Executive agrees as follows:

(i)

Non-Solicitation . During the Employment Period and during the two year period immediately following termination of the Employment Period (the “Restricted Period”), Executive shall not, directly or indirectly: (A) hire, solicit for hiring or assist in any way in the hiring of any employee or independent contractor of the Company or any of its Affiliates, or induce or otherwise attempt to influence any employee or independent contractor to terminate or diminish such employment or contractor relationship or to become employed by any other radio broadcasting station or any other entity engaged in the radio business, the television business or in any other business in which the Company or any of its Affiliates is engaged (which, for the avoidance of doubt, includes without limitation the business of providing clients with advertising opportunities through billboards, street furniture displays, transit displays and other out-of-home advertising displays, such as wallscapes, spectaculars and mall displays (the “Outdoor Business”)), or (B) solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them, or seek to persuade any such customer or prospective customer to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any of its Affiliates. For purposes of this Agreement, an “employee” of the Company or any of its Affiliates is any person who was such at any time within the preceding two years; a “customer” of the Company or any of its Affiliates is any person or entity who is or has been a customer at any time within the preceding two years; and a “prospective customer” is any person or entity whose business has been solicited on behalf of the Company or any of its Affiliates at any time within the preceding two years, other than by form letter, blanket mailing or published advertisement.

(ii)

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Executive has provided services, as conducted or in planning during his employment. For the purposes of this Section 11, the business of the Company and its Affiliates shall include the radio and television businesses, the Outdoor Business and any other business that was conducted or in planning during the Executive’s employment. The foregoing, however, shall not prevent Executive’s direct or beneficial ownership of up to five percent (5%) of the equity securities of any entity, whether or not in the same or competing business.

(i)

Executive shall promptly and fully disclose all Intellectual Property to the Company. Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) Executive’s full right, title and interest in and to all Intellectual Property. Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. Executive will not charge the Company for time spent in complying with these obligations. All copyrightable works that Executive creates shall be considered “work made for hire” and shall, upon creation, be owned exclusively by the Company.

(ii)

For purposes of this Agreement, “Intellectual Property” means inventions, discoveries, developments, methods, processes, compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by Executive (whether alone or with others, whether or not during normal business hours or on or off Company premises) during Executive’s employment that relate to either the Products or any prospective activity of the Company or any of its Affiliates or that make use of Confidential Information or any of the equipment or facilities of the Company or any of its Affiliates; and “Products” means all products planned, researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company or any of its Affiliates, together with all services provided or planned by the Company or any of its Affiliates, during Executive’s employment.

(d) Conflict of Interest . Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliates.

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(e) Modification of Covenants . The parties hereby acknowledge that the restrictions in this Section 11 have been specifically negotiated and agreed to by the parties hereto, and are limited only to those restrictions necessary to protect the Company and its Affiliates from unfair competition. Executive acknowledges that he has carefully read and considered all the terms and conditions of this Agreement, including the restrictions in Section 11 hereof, and agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, trade secrets, Confidential Information and other legitimate interests of the Company and its Affiliates; and that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area. Executive acknowledges that the Company operates in major, medium and small-sized markets throughout the United States and many foreign countries, that the effect of Section 11(b) may be to prevent him from working in a competitive business after his termination of employment hereunder, and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which he is bound by such restraints. The parties hereby agree that if the scope or enforceability of any provision, paragraph or subparagraph of this Section 11 is in any way disputed at any time, and should a court find that such restrictions are overly broad, the court shall modify and enforce the covenant to permit its enforcement to the maximum extent permitted by law. Each provision, paragraph and subparagraph of this Section 11 is separable from every other provision, paragraph, and subparagraph, and constitutes a separate and distinct covenant.

(f) Remedies . Executive hereby expressly acknowledges that any breach or threatened breach by Executive of any of the terms set forth in Section 11 of this Agreement would result in significant, irreparable and continuing injury to the Company, the monetary value of which would be difficult to establish or measure. Therefore, Executive agrees that, in addition to any other remedies available to it, the Company shall be entitled to preliminary and permanent injunctive relief in a court of appropriate jurisdiction against any breach or threatened breach, without having to post bond, as well as the recovery of all reasonable attorney’s fees expended in enforcing its rights hereunder.

12. Indemnification .

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trustee, director, officer, member, employee or agent, Executive shall be indemnified and held harmless by the Company to the fullest extent authorized by Texas law, as the same exists or may hereafter be amended, against all Expenses incurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even if Executive has ceased to be an officer, director, trustee or agent, or is no longer employed by the Company, and shall inure to the benefit of his heirs, executors and administrators.

(b) Expenses . As used in this Agreement, the term “Expenses” shall include, without limitation, damages, losses, judgments, liabilities, fines, penalties, excise taxes, settlements, costs, attorneys’ fees, accountants’ fees, and disbursements and costs of attachment or similar bonds, investigations, and any expenses of establishing a right to indemnification under this Agreement.

(c) Enforcement . If a valid claim or request under this Agreement is not paid by the Company or on its behalf within thirty (30) days after a written claim or request has been received by the Company, Executive may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim or request and, if successful in whole or in part, Executive shall be further entitled to be paid the expenses of prosecuting such suit. All obligations for indemnification hereunder shall be subject to, and paid in accordance with, applicable Texas law.

(d) Partial Indemnification . If Executive is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Executive for the portion of such Expenses to which Executive is entitled.

(e) Advances of Expenses . Expenses incurred by Executive in connection with any Proceeding shall be paid by the Company in advance upon request of Executive that the Company pay such Expenses; but, only in the event that Executive shall have delivered in writing to the Company (i) an undertaking to reimburse the Company for Expenses with respect to which Executive is not entitled to indemnification and (ii) an affirmation of his good faith belief that the standard of conduct necessary for indemnification by the Company has been met.

(f) Notice of Claim . Executive shall give to the Company notice of any claim made against him for which indemnification will or could be sought under this Agreement. In addition, Executive shall give the Company such information and cooperation as it may reasonably require and as shall be within Executive’s power and at such times and places as are mutually convenient for Executive and the Company.

(g) Defense of Claim . With respect to any Proceeding as to which Executive notifies the Company of the commencement thereof:

(i)

The Company will be entitled to participate therein at its own expense; and

(ii)

Except as otherwise provided below, to the extent that it may wish, the Company will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Executive, which in the

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Company’s sole discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary. Executive shall also have the right to employ his own counsel in such action, suit or proceeding if he reasonably concludes that failure to do so would involve a conflict of interest between the Company and Executive, and, under such circumstances, the fees and expenses of such counsel shall be at the expense of the Company.

(iii)

The Company shall not be liable to indemnify Executive under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Executive without Executive’s written consent. Neither the Company nor Executive will unreasonably withhold or delay their consent to any proposed settlement.

(h) Non-exclusivity . The right to indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition conferred in this Section 12 shall not be exclusive of any other right which Executive may have or hereafter may acquire under any statute, provision of the declaration of trust or certificate of incorporation or by-laws of the Company, Holdings or any subsidiary, agreement, vote of shareholders or disinterested directors or trustees or otherwise.

13. Arbitration . Except as provided for in Section 11 of this Agreement, if any contest or dispute arises between the parties with respect to this Agreement, such contest or dispute shall be submitted to binding arbitration for resolution in San Antonio, Texas in accordance with the rules and procedures of the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. The decision of the appointed arbitrator shall be final and binding on both parties, and any court of competent jurisdiction may enter judgment upon the award. The losing party shall pay all expenses relating to such arbitration, including, but not limited to, the prevailing party’s legal fees and expenses.

14. Successors; Binding Agreement .

(a) Company’s Successors . No rights or obligations of the Company under this Agreement may be assigned or transferred, except that the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinabove defined and any successor to its business and/or assets (by merger, purchase or otherwise) which executes and delivers the agreement provided for in this Section 14 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

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distribution. Upon Executive’s death, this Agreement and all rights of Executive hereunder shall inure to the benefit of and be enforceable by Executive’s beneficiary or beneficiaries, personal or legal representatives, or estate, to the extent any such person succeeds to Executive’s interests under this Agreement. Executive shall be entitled to select and change a beneficiary or beneficiaries to receive any benefit or compensation payable hereunder following Executive’s death by giving the Company written notice thereof. In the event of Executive’s death or a judicial determination of his incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary(ies), estate or other legal representative(s). If Executive should die following his Date of Termination while any amounts would still be payable to him hereunder if he had continued to live, all such amounts unless otherwise provided herein shall be paid in accordance with the terms of this Agreement to such person or persons so designated in writing by Executive, or otherwise to his legal representatives or estate.

15. Notice . For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered either personally or by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows:

If to Executive:

Randall T. Mays

200 East Basse Road

San Antonio, Texas 78209

with a copy to:

Simpson, Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attn: Andrea K. Wahlquist

If to the Company:

CC Media Holdings, Inc.

200 East Basse Road

San Antonio, Texas 78209

Attention: Secretary

and

Clear Channel Communications, Inc.

200 East Basse Road

San Antonio, Texas 78209

Attention: General Counsel

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with a copy to:

Ropes & Gray LLP

One International Place

Boston, MA 02110

Attention: Loretta Richard

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

16. Miscellaneous . No provisions of this Agreement may be amended, modified, or waived unless such amendment or modification is agreed to in writing signed by Executive and by a duly authorized officer of the Company, and such waiver is set forth in writing and signed by the party to be charged. No waiver by either party hereto at any time of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. The respective rights and obligations of the parties hereunder shall survive Executive’s termination of employment and the termination of this Agreement to the extent necessary for the intended preservation of such rights and obligations. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas without regard to its conflicts of law principles.

17. Validity . The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

18. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

19. Entire Agreement . This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of such subject matter, including but not limited to the Existing Agreement, and excluding only any existing obligations on the part of Executive with respect to Confidential Information, assignment of intellectual property, non-competition and the like. Any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled.

20. Taxes . All payments hereunder shall be subject to any required withholding of federal, state and local taxes pursuant to any applicable law or regulation. The Company, Holdings, Sponsor Group and Executive shall each use reasonable best efforts to minimize all taxes that may be due in connection with any award or payment made pursuant to this Agreement, including in connection with the Restricted Stock Award; provided, that Executive shall only be required to use such reasonable best efforts to the extent that Executive will not be economically disadvantaged as a result of such efforts.

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21. Noncontravention . The Company represents that the Company is not prevented from entering into or performing this Agreement by the terms of any law, order, rule or regulation, its by-laws or declaration of trust, or any agreement to which it is a party, other than which would not have a material adverse effect on the Company’s ability to enter into or perform this Agreement.

22. Section Headings . The section headings in this Agreement are for convenience of reference only, and they form no part of this Agreement and shall not affect its interpretation.

Remainder of page intentionally left blank

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


BT Triple Crown Merger Co., Inc.

By:		/s/ Scott M. Sperling

Name:		Scott M. Sperling
Title:		Co-President

CC Media Holdings, Inc.

By:		/s/ Scott M. Sperling

Name:		Scott M. Sperling
Title:		President

/s/ Randall T. Mays
Randall T. Mays

[SIGNATURE PAGE TO RANDALL T. MAYS EMPLOYMENT AGREEMENT]

Exhibit 10.6

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

WHEREAS, Clear Channel Communications, Inc., a Texas corporation and Executive previously entered into that certain Employment Agreement dated as of March 10, 2005 (the “Existing Agreement”); and

WHEREAS, the Company and Executive desire to amend and restate the terms of the Existing Agreement between the Company and Executive, to be effective as of the Effective Time.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth below, the parties hereby amend and restate the Existing Agreement effective as of the Effective Time as follows:

1. Employment . The Company hereby agrees to continue to employ Executive as the Chief Executive Officer, and Executive hereby accepts such continued employment, on the terms and conditions hereinafter set forth.

3. Position and Duties . During the Employment Period, Executive shall serve as Chief Executive Officer of the Company, and shall report solely and directly to the Board of Directors (the “Board”) of Holdings. Executive shall have those powers and duties normally associated with the position of Chief Executive Officer of entities comparable to the Company and such other powers and duties as may be prescribed by the Board; provided, that such other powers and duties are consistent with Executive’s position as Chief Executive Officer. Executive shall devote as much of his working time, attention and energies during normal business hours (other than absences due to illness or vacation) to satisfactorily perform his duties for the

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Company. Notwithstanding the above, Executive shall be permitted, to the extent such activities do not substantially interfere with the performance by Executive of his duties and responsibilities hereunder or violate Section 11 hereof, to (i) manage Executive’s personal, financial and legal affairs, (ii) serve on civic or charitable boards or committees or on the Board of Directors of Live Nation Inc. and its committees (it being expressly understood and agreed that Executive’s continuing to serve on any such boards and/or committees on which Executive is serving, or with which Executive is otherwise associated, as of the Effective Date shall be deemed not to interfere with the performance by Executive of his duties and responsibilities under this Agreement), and (iii) deliver lectures or fulfill speaking engagements. During the Employment Period, for so long as Executive remains an officer of the Company, (i) Executive shall also serve as a member of the Board of the Company, and (ii) Executive shall also serve as Chief Executive Officer of Holdings and as a member of the Board of Holdings.

4. Place of Performance . The principal place of employment of Executive shall be at the Company’s principal executive offices in San Antonio, Texas.

5. Compensation and Related Matters .

(a) Base Salary and Bonus . During the Employment Period, the Company shall pay Executive a base salary at the rate of not less than $895,000 per year (“Base Salary”). Executive’s Base Salary shall be paid in approximately equal installments in accordance with the Company’s customary payroll practices. The Compensation Committee of the Board of Holdings (the “Compensation Committee”) shall review Executive’s Base Salary for increase (but not decrease) no less frequently than annually and consistent with the executive compensation practices and guidelines of the Company and Holdings. If Executive’s Base Salary is increased by the Company, such increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement. In addition to Base Salary, Executive shall be eligible to receive an annual bonus (the “Performance Bonus”). Unless the Board of Holdings and Executive mutually agree otherwise, the amount of the Performance Bonus shall be determined by the Board of Directors of Holdings (which may act through its Compensation Committee) in its sole discretion, provided, however, that in any year during the Employment Period in which the Company achieves at least eighty percent (80%) of the budgeted OIBDAN for the given year (the “Target OIBDAN”), as set forth in the Management Plan previously presented to the Sponsor Group ¹ (as defined in the Stockholders Agreement, dated as of July 29, 2008, by and among the Mergersub, Holdings, the Executive, and other stockholders of Holdings (the “Stockholders Agreement”)) and consistent with the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable, such Performance Bonus shall be no less than $6,625,000. The Management Plan will be subject to equitable adjustment by the Compensation Committee of Holdings to take into account material acquisitions, dispositions and other material extraordinary events; provided, that the parties hereto will use their reasonable best efforts to facilitate the payment of the bonuses hereunder on a basis that is consistent with such payments qualifying for the performance-based compensation exception under Section 162(m) of the Code and the regulations thereunder. If the Company does not achieve the Target OIBDAN in any given year, the amount of the Performance Bonus, if any, shall be determined by the Board of Holdings

¹	Presented on May 17, 2007.

in its sole discretion. The Performance Bonus, if any, shall be payable in one lump sum between January 1 and March 15 of the year following the year for which the Performance Bonus was earned.

(i)

the use of an automobile appropriate to his position and no less qualitative than the automobile provided to him immediately prior to the date of this Agreement; and

(ii)

use of a Company-provided aircraft for personal travel, in accordance with Company policy as in effect on November 16, 2006 (the “Aircraft Benefit”).

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(f) Equity Incentive Award. At or promptly following the Effective Time, the Company will grant Executive an equity incentive award pursuant to a new equity incentive plan in the form of the Clear Channel 2008 Executive Incentive Plan attached hereto as Exhibit A and related restricted stock and stock option award agreements in substantially the forms attached hereto as Exhibits B and C , respectively. Executive shall not be eligible to receive any stock options, restricted stock or other equity of the Company or Holdings, whether under an equity incentive plan or otherwise, except as expressly provided for in this Agreement or as expressly authorized for him individually by the Board of Holdings.

(g) Equity Rollover. Effective as of the Effective Date, Executive will exchange 732,859 shares of Company common stock previously issued to him and the currently held options to acquire shares of Company common stock (“Old Options”) that are identified on Exhibit D, all on the terms and subject to the conditions of a Rollover Option Agreement in the form attached hereto as Exhibit E-1 , the Notice of Restricted Stock Rollover Agreement in the form attached hereto as Exhibit E-2 , and the Stock Rollover Agreement substantially in the form attached hereto as Exhibit E-3 . The total value (based on, with respect to shares of Company common stock, the Cash Consideration (as defined under the Merger Agreement), and with respect to the Old Options, the excess of the Cash Consideration over the per share exercise price) by of all of the foregoing will not exceed $10 million.

6. Termination . Executive’s employment hereunder may be terminated during the Employment Period under the following circumstances:

(a) Death . Executive’s employment hereunder shall terminate upon his death.

(i)

(ii)

Willful or intentional engaging by Executive in material misconduct that causes material and demonstrable injury,

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monetarily or otherwise, to the Company, the Sponsor Group (as defined in the Stockholders Agreement) or any of their respective Affiliates; or

(iii)

(iv)

(v)

(i)

(ii)

(iii)

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(iv)

Transfer of Executive’s primary workplace outside the city limits of San Antonio, Texas;

7. Termination Procedure .

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(a) Termination By the Company Without Cause or By Executive for Good Reason . If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason:

(i)

(ii)

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(iii)

provided Executive signs and returns a timely and effective Release of Claims, the Company shall maintain in full force and effect, for the continued benefit of the Executive and his eligible dependents, for a period of three (3) years following the Date of Termination the medical and hospitalization insurance programs in which the Executive and his dependents were participating immediately prior to the Date of Termination, at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive or his dependents cannot continue to participate in the Company plans and programs providing these benefits, the Company shall arrange to provide Executive and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs (the “Continued Benefits”), provided, that such Continued Benefits shall terminate on the date or dates Executive receives equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. Notwithstanding anything to the contrary in this Section 8(a)(iii), the aggregate value (as the same would be determined under Section 280G of the Code) of the Continued Benefits shall in no event exceed Fifty Thousand Dollars ($50,000) (the “Aggregate Cap”); accordingly, the Company’s obligation to provide the Continued Benefits shall cease once such value of the Continued Benefits that have been provided to the Executive and/or his dependents reaches the Aggregate Cap, even if such date occurs prior to the three (3)-year anniversary of the Date of Termination.

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9. Gross-Up Payment .

(i)

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(ii)

(iii)

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Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax.

(iv)

11. Restrictive Covenants .

(a) Confidential Information .

(i)

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a court of competent jurisdiction), use, communicate or divulge any such trade secrets, Confidential Information, knowledge or data to anyone other than the Company and those designated by the Company or on behalf of the Company in the furtherance of its business. Executive understands that this restriction shall continue to apply after his employment terminates, regardless of the reason for such termination.

(ii)

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(i)

(ii)

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not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during Executive’s employment, and Executive further agrees not to work for or provide services to, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, any person or entity that is engaged in any business that is competitive with the business of the Company or any of its Affiliates for which the Executive has provided services, as conducted or in planning during his employment. For the purposes of this Section 11, the business of the Company and its Affiliates shall include the radio and television businesses, the Outdoor Business and any other business that was conducted or in planning during the Executive’s employment. The foregoing, however, shall not prevent Executive’s direct or beneficial ownership of up to five percent (5%) of the equity securities of any entity, whether or not in the same or competing business.

(i)

(ii)

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means all products planned, researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company or any of its Affiliates, together with all services provided or planned by the Company or any of its Affiliates, during Executive’s employment.

12. Indemnification .

(a) General . The Company agrees that if Executive is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal,

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administrative or investigative (a “Proceeding”), by reason of the fact that Executive is or was a trustee, director or officer of the Company, Holdings, or any subsidiary thereof, or is or was serving at the request of the Company or any subsidiary as a trustee, director, officer, member, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise, including, without limitation, service with respect to employee benefit plans, whether or not the basis of such Proceeding is alleged action in an official capacity as a trustee, director, officer, member, employee or agent while serving as a trustee, director, officer, member, employee or agent, Executive shall be indemnified and held harmless by the Company to the fullest extent authorized by Texas law, as the same exists or may hereafter be amended, against all Expenses incurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even if Executive has ceased to be an officer, director, trustee or agent, or is no longer employed by the Company, and shall inure to the benefit of his heirs, executors and administrators.

-16-

(g) Defense of Claim . With respect to any Proceeding as to which Executive notifies the Company of the commencement thereof:

(i)

The Company will be entitled to participate therein at its own expense; and

(ii)

Except as otherwise provided below, to the extent that it may wish, the Company will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Executive, which in the Company’s sole discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary. Executive shall also have the right to employ his own counsel in such action, suit or proceeding if he reasonably concludes that failure to do so would involve a conflict of interest between the Company and Executive, and, under such circumstances, the fees and expenses of such counsel shall be at the expense of the Company.

(iii)

14. Successors; Binding Agreement .

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Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinabove defined and any successor to its business and/or assets (by merger, purchase or otherwise) which executes and delivers the agreement provided for in this Section 14 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

(b) Executive’s Successors . No rights or obligations of Executive under this Agreement may be assigned or transferred by Executive other than his right to payments or benefits hereunder, which may be transferred only by will or the laws of descent and distribution. Upon Executive’s death, this Agreement and all rights of Executive hereunder shall inure to the benefit of and be enforceable by Executive’s beneficiary or beneficiaries, personal or legal representatives, or estate, to the extent any such person succeeds to Executive’s interests under this Agreement. Executive shall be entitled to select and change a beneficiary or beneficiaries to receive any benefit or compensation payable hereunder following Executive’s death by giving the Company written notice thereof. In the event of Executive’s death or a judicial determination of his incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary(ies), estate or other legal representative(s). If Executive should die following his Date of Termination while any amounts would still be payable to him hereunder if he had continued to live, all such amounts unless otherwise provided herein shall be paid in accordance with the terms of this Agreement to such person or persons so designated in writing by Executive, or otherwise to his legal representatives or estate.

If to Executive:

Mark P. Mays

200 East Basse Road

San Antonio, Texas 78209

with a copy to:

Simpson, Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attn: Andrea K. Wahlquist

If to the Company:

CC Media Holdings, Inc.

200 East Basse Road

San Antonio, Texas 78209

Attention: Secretary

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and

Clear Channel Communications, Inc.

200 East Basse Road

San Antonio, Texas 78209

Attention: General Counsel

with a copy to:

Ropes & Gray LLP

One International Place

Boston, MA 02110

Attention: Loretta Richard

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

18. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

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22. Section Headings . The section headings in this Agreement are for convenience of reference only, and they form no part of this Agreement and shall not affect its interpretation.

Remainder of page intentionally left blank

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


BT Triple Crown Merger Co., Inc.

By:		/s/ Scott M. Sperling

Name:		Scott M. Sperling
Title:		Co-President

CC Media Holdings, Inc.

By:		/s/ Scott M. Sperling

Name:		Scott M. Sperling
Title:		President

/s/ Mark P. Mays
Mark P. Mays

[SIGNATURE PAGE TO MARK P. MAYS EMPLOYMENT AGREEMENT]

Exhibit 10.7

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AGREEMENT, dated effective as of July 28, 2008, by and between BT Triple Crown Merger Co., Inc (“MergerSub”, together with its successors, the “Company”), CC Media Holdings, Inc. (“Holdings”) and L. Lowry Mays (“Executive”).

WHEREAS, Clear Channel Communications, Inc., a Texas corporation and the Executive previously entered into that certain Employment Agreement dated as of March 10, 2005 (the “Existing Agreement”); and

WHEREAS, the Company and the Executive desire to amend and restate the terms of the Existing Agreement between the Company and the Executive, to be effective as of the Effective Time; and

NOW THEREFORE, IN CONSIDERATION of the premises and the mutual covenants set forth below, the parties hereby amend and restate the Existing Agreement effective as of the Effective Time as follows:

1. Employment . The Company hereby agrees to continue to employ Executive as the Chairman Emeritus, and Executive hereby accepts such continued employment, on the terms and conditions hereinafter set forth.

2. Term . The period of employment of Executive by the Company under this Agreement (the “Employment Period”) shall commence on the date upon which the Effective Time occurs (the “Effective Date”) and shall have an original term of five (5) years (the “Original Term”). The Employment Period shall automatically be extended thereafter for successive terms of one (1) year each. The Employment Period may be sooner terminated by either party in accordance with Section 6 of this Agreement.

3. Position and Duties . During the Employment Period, Executive shall serve as Chairman Emeritus of the Company and of Holdings, and shall report solely and directly to the Board of Directors (the “Board”) of Holdings. Executive’s duties shall be limited to assisting the Board of the Company and the Board of Holdings with the overall strategic direction of the Company, as and to the extent requested by the Board of Holdings. Executive shall devote as much of his working time, attention and energies during normal business hours (other than absences due to illness or vacation) as is reasonably necessary to satisfactorily perform his duties for the Company. Notwithstanding the above, Executive shall be permitted, to the extent such

-1-

activities do not substantially interfere with the performance by Executive of his duties and responsibilities hereunder or violate Section 10 hereof, to (i) manage Executive’s personal, financial and legal affairs, (ii) serve on civic or charitable boards or committees or on the Board of Directors of Live Nation Inc. and its committees (it being expressly understood and agreed that Executive’s continuing to serve on any such boards and/or committees on which Executive is serving, or with which Executive is otherwise associated, as of the Effective Date shall be deemed not to interfere with the performance by Executive of his duties and responsibilities under this Agreement), (iii) deliver lectures or fulfill speaking engagements; and (iv) engage in any other activity that is not in violation of Section 10 hereof; provided such activities do not conflict with the interests of the Company or its Affiliates or otherwise interfere (other than to a de minimis extent), individually or in the aggregate, with the performance of the Executive’s duties hereunder.

4. Place of Performance . The principal place of employment of Executive shall be at the Company’s principal executive offices in San Antonio, Texas.

5. Compensation and Related Matters .

(a) Base Salary and Bonus . During the Employment Period, the Company shall pay Executive a base salary at the rate of Two Hundred Fifty Thousand Dollars ($250,000) per year (“Base Salary”). Executive’s Base Salary shall be paid in approximately equal installments in accordance with the Company’s customary payroll practices. In addition to Base Salary, Executive shall be eligible to receive an annual bonus (the “Performance Bonus”). The amount of the Performance Bonus shall be determined by the Board of Holdings (which may act through its Compensation Committee) in its sole discretion, provided, however, that in any year during the Employment Period in which the Company achieves at least eighty percent (80%) of the budgeted OIBDAN for the given year (the “Target OIBDAN”) as set forth in the Management Plan previously presented to the Sponsor Group ¹ (as defined in the Stockholders Agreement, dated as of July 29, 2008, by and among the Mergerco, Holdings, the Executive, and other stockholders of Holdings) and consistent with the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable, such Performance Bonus shall be no less than One Million Dollars ($1,000,000). The Management Plan will be subject to equitable adjustment by the Compensation Committee of Holdings to take into account material acquisitions, dispositions and other material extraordinary events; provided, that the parties hereto will use their reasonable best efforts to facilitate the payment of the bonuses hereunder on a basis that is consistent with such payment qualifying for the performance-based compensation exception under Section 162(m) of the Code and the regulations thereunder. If the Company does not achieve the Target OIBDAN in any given year, the amount of the Performance Bonus, if any, shall be determined by the Board of Holdings in its sole discretion. The Performance Bonus, if any, shall be payable in one lump sum between January 1 and March 15 of the year following the year for which the Performance Bonus was earned.

(b) Expenses . The Company shall promptly reimburse Executive for all

¹	Presented on May 17, 2007.

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reasonable business expenses upon the presentation of reasonably itemized statements of such expenses, in accordance with the Company’s policies and procedures now in force or as such policies and procedures may be modified generally with respect to senior executive officers of the Company.

(d) Services Furnished . During the Employment Period, the Company shall furnish Executive with office space, stenographic and secretarial assistance and such other facilities and services no less favorable than what he was receiving immediately prior to the date of this Agreement ( i . e ., one full-time assistant and one part-time bookkeeper and office space for them). The Company shall also furnish office space for up to two (2) additional people, to be designated by Executive; provided, however, that such individuals shall not be on the Company’s payroll and shall not perform services of any kind for the Company or any of its Affiliates and the Company shall have no liability for federal, state or local taxes related to the performance of such individuals’ services.

(e) Welfare, Pension and Incentive Benefit Plans . During the Employment Period, Executive (and his spouse and dependents to the extent provided) shall be entitled to participate in and be covered under all the welfare benefit plans or programs maintained by the Company from time to time for the benefit of its senior executive officers, including, without limitation, all medical, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs. During the Employment Period, the Company shall provide to Executive (and his spouse and dependents to the extent provided under the applicable plans and programs) the same type and substantially equivalent levels of participation and employee benefits (except severance pay plans and, except with the express consent of the Board of Holdings, incentive bonus programs other than as explicitly set forth in Section 5(a) hereof) as are being provided to other senior executives (and their spouses and dependents to the extent provided under the applicable plans or programs) on the Effective Date, subject to modifications affecting all senior executive officers.

(f) Other Perquisites . During the Employment Period, Executive shall be entitled to receive, in the same level and amount as received on November 16, 2006:

(i)

the use of an automobile appropriate to his position;

(ii)

reimbursement for the full amount of annual dues for membership in one social dining club; and

(iii)

use of a Company-provided aircraft for personal travel, in accordance with Company policy as in effect on November 16, 2006;

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provided, however, Executive shall be entitled to continued use of such aircraft on that same basis for ten (10) years following the Effective Date, regardless of whether Executive remains employed by the Company.

6. Termination . Executive’s employment hereunder may be terminated under the following circumstances:

(a) Death . During the Employment Period, Executive’s employment hereunder shall terminate upon his death.

(b) Disability . Following the Original Term, if, as a result of Executive’s incapacity due to physical or mental illness, Executive shall have been substantially unable to perform his duties hereunder notwithstanding the provision of reasonable accommodation for a period of six (6) consecutive months, and within thirty (30) days after written Notice of Termination is given after such six (6) month period Executive shall not have returned to the substantial performance of his duties on a full-time basis, the Company shall have the right to terminate Executive’s employment hereunder for “Disability”, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement.

(c) By Executive. During the Employment Period, Executive shall have the right to terminate his employment by providing the Company with a Notice of Termination at least thirty (30) days prior to such termination, and such termination shall not in and of itself be, nor shall it be deemed to be, a breach of this Agreement. In the event of termination pursuant to this Section 6(c), the Board of the Company may elect to waive the period of notice, or any portion thereof, and, if the Board so elects, the Company will pay Executive his Base Salary for the initial thirty (30) days of the notice period or for any lesser remaining portion of such period, payable in accordance with the regular payroll practices of the Company.

(d) By the Company For Extraordinary Cause . During the Original Term, in addition to termination in accordance with Section 6(a) hereof, the Company shall have the right to terminate Executive’s employment only for Extraordinary Cause, by providing Executive with a Notice of Termination, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, the Company shall have “Extraordinary Cause” to terminate Executive’s employment upon Executive’s:

(i)

conviction of a felony or other crime involving moral turpitude; or

(ii)

willful misconduct that is materially and demonstrably injurious to the Company.

For purposes of this Section 6(d), no act, or failure to act, by Executive shall be considered “willful” unless committed in bad faith and without a reasonable belief that the act or omission was in the best interests of the Company or any entity in control of, controlled by or under common control with the Company (“Affiliates”) thereof. For the avoidance of doubt,

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“Affiliates” shall include Holdings. Extraordinary Cause shall not exist under paragraph (ii) unless and until the Company has delivered to Executive a copy of a resolution duly adopted by a majority of the members of the Board of the Company at a meeting of the Board called and held for such purpose (after reasonable (but in no event less than thirty (30) days) notice to Executive and an opportunity for Executive, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of the conduct set forth in paragraph (ii) and specifying the particulars thereof in detail; provided that at least a majority of the members of the Board of Holdings has determined prior to such meeting that Cause exists. This Section 6(d) shall not prevent Executive from challenging in any arbitration or court of competent jurisdiction the Board’s determination that Extraordinary Cause exists or that Executive has failed to cure any act (or failure to act) that purportedly formed the basis for the Board’s determination.

(e) By the Company Following the Original Term. Following the Original Term, the Company shall have the right to terminate Executive’s employment with or without Extraordinary Cause by providing Executive with a Notice of Termination, and such termination shall not in and of itself be, nor shall it be deemed to be, a breach of this Agreement.

7. Termination Procedure .

(a) Notice of Termination . Any termination of Executive’s employment during the Employment Period (other than termination pursuant to Section 6(a)) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 14. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which indicates the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.

(b) Date of Termination . “Date of Termination” shall mean (i) if Executive’s employment is terminated by his death, the date of his death, (ii) if Executive’s employment is terminated pursuant to Section 6(b), thirty (30) days after Notice of Termination (provided that Executive shall not have returned to the substantial performance of his duties on a full-time basis during such thirty (30) day period), and (iii) if Executive’s employment is terminated for any other reason, the date on which a Notice of Termination is given or any later date set forth in such Notice of Termination.

8. Compensation Upon Termination . In the event Executive’s employment terminates during the Employment Period, the Company shall provide Executive with the payments and benefits set forth below:

(a) Extraordinary Cause or By Executive . If Executive’s employment is terminated by the Company for Extraordinary Cause or by Executive, the Company shall pay Executive his Base Salary, Bonus and unused vacation pay accrued or prorated through the Date of Termination, and shall reimburse Executive pursuant to Section 5(b) for reasonable business expenses incurred but not paid prior to such termination of employment (together, “Final Compensation”). The Base Salary and vacation pay components of Final Compensation shall be paid in a lump sum as soon as practicable

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following the Date of Termination, but in no event later than two and a half months following the end of the taxable year including the Date of Termination. The Bonus component of Final Compensation shall be calculated by multiplying the amount of the Performance Bonus Executive would have earned had he remained employed for the full year (if any) by a fraction, the numerator of which is the number of days during such year that Executive was employed and the denominator of which is 365, and shall be paid at the time bonuses for the year in which the Date of Termination occurs are paid to executives of the Company generally, but in no event later than two and a half months following the end of the taxable year in which the Date of Termination occurs. The Company shall have no further obligation to Executive upon such termination under this Agreement.

(b) Death . If Executive’s employment is terminated by his death, the Company shall pay Final Compensation to Executive’s beneficiary, legal representatives or estate, as the case may be, at the time and in the manner set forth in Section 8(a) hereof. The Company shall have no further obligation to Executive upon such termination under this Agreement.

(c) Termination By the Company Without Extraordinary Cause Following the Original Term . If, following the Original Term, the Company terminates Executive’s employment without Extraordinary Cause:

(i)

the Company shall pay Executive the Final Compensation at the time and in the manner set forth in Section 8(a) hereof, except that Executive shall not receive the Bonus component of Final Compensation;

(ii)

provided that Executive signs and returns to the Company a timely and effective release of claims in the form attached hereto as Exhibit A (by the deadline specified therein (any such release submitted by such deadline, the “Executive Release of Claims”)) and delivering it to the Company within thirty (30) days of the date of his separation from service, the Company shall pay Executive a lump-sum cash payment equivalent to any Base Salary and Performance Bonus to which he would otherwise have been entitled had he remained employed for the remainder of the then-current term. Following the Company’s receipt of a timely and effective Release of Claims, the Company and Holdings shall execute a release of claims in favor of Executive substantially in the form attached hereto as Exhibit B (the “Company Release of Claims”). Any Base Salary to which Executive is entitled to hereunder shall be paid within ninety (90) days following the Date of Termination, and any Performance Bonus to which Executive is entitled hereunder shall be paid at the time bonuses for the year in which termination occurs are paid to executives of the Company generally, but in no event later than two and a half months following the end of the taxable year including the Date of Termination. The Executive Release of Claims required for this

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benefit creates legally binding obligations on Executive and the Company and its Affiliates therefore advise Executive to seek the advice of an attorney before signing it; and

(iii)

the Company shall maintain in full force and effect, for the continued benefit of the Executive and his eligible dependents, for a period of five (5) years following the Date of Termination the medical and hospitalization insurance programs in which the Executive and his dependents were participating immediately prior to the Date of Termination, at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive or his dependents cannot continue to participate in the Company plans and programs providing these benefits, the Company shall arrange to provide Executive and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs (the “Continued Benefits”), provided, that such Continued Benefits shall terminate on the date or dates Executive receives equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer. The Company shall also provide the Executive with an additional cash payment in an amount equal to the federal, state and local taxes due in connection with the Continued Benefits, which shall be payable to Executive within five (5) business days following the Effective Time (the “Gross-Up Payment”). Notwithstanding anything to the contrary in this Section 8(c)(iii), the aggregate value of the Continued Benefits and the Gross-Up Payment shall in no event exceed Three Million Dollars ($3,000,000) (the “Aggregate Cap”); accordingly, the Company’s obligation to provide the Continued Benefits shall cease once the value of the Gross-Up Payment and the Continued Benefits that have been provided to the Executive and/or his dependents reaches the Aggregate Cap, even if such date occurs prior to the five (5)-year anniversary of the Date of Termination.

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(d) Disability Following the Original Term . If Executive’s employment is terminated by reason of his Disability following the Original Term, the Company shall pay Executive the Final Compensation at the time and in the manner set forth in Section 8(a) hereof. The Company shall have no further obligation to Executive upon such termination under this Agreement.

9. Mitigation . Executive shall not be required to mitigate amounts payable under this Agreement by seeking other employment or otherwise, and there shall be no offset against amounts due Executive under this Agreement on account of subsequent employment except as specifically provided herein. Additionally, amounts owed to Executive under this Agreement shall not be offset by any claims the Company may have against Executive, and the Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any other circumstances, including, without limitation, any counterclaim, recoupment, defense or other right which the Company may have against Executive or others.

10. Restrictive Covenants .

(a) Confidential Information .

(i)

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may be required or appropriate in connection with carrying out his duties under this Agreement, Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or any legal process, or as is necessary in connection with any adversarial proceeding against the Company (in which case Executive shall use his reasonable best efforts in cooperating with the Company in obtaining a protective order against disclosure by a court of competent jurisdiction), use, communicate or divulge any such trade secrets, Confidential Information, knowledge or data to anyone other than the Company and those designated by the Company or on behalf of the Company in the furtherance of its business. Executive understands that this restriction shall continue to apply after his employment terminates, regardless of the reason for such termination.

(ii)

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shall be the sole and exclusive property of the Company and its Affiliates. Executive shall safeguard all Documents and shall surrender to the Company at the time his employment terminates, or at such earlier time or times as the Board of the Company or Holdings or its designee may specify, all Documents then in Executive’s possession or control.

(i)

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(ii)

Non-Competition . During the Restricted Period, Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates within the United States or anywhere else in the world where the Company or any of its Affiliates does business, or undertake any planning for any business competitive with the Company or any of its Affiliates. Specifically, but without limiting the foregoing, Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during Executive’s employment, and Executive further agrees not to work for or provide services to, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, any person or entity that is engaged in any business that is competitive with the business of the Company or any of its Affiliates for which the Executive has provided services, as conducted or in planning during his employment. For the purposes of this Section 10, the business of the Company and its Affiliates shall include the radio and television businesses, the Outdoor Business and any other business that was conducted or in planning during the Executive’s employment. The foregoing, however, shall not prevent Executive’s direct or beneficial ownership of up to five percent (5%) of the equity securities of any entity, whether or not in the same or competing business.

(i)

(ii)

For purposes of this Agreement, “Intellectual Property” means:

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inventions, discoveries, developments, methods, processes, compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by Executive (whether alone or with others, whether or not during normal business hours or on or off Company premises) during Executive’s employment that relate to either the Products or any prospective activity of the Company or any of its Affiliates or that make use of Confidential Information or any of the equipment or facilities of the Company or any of its Affiliates; and “Products” means all products planned, researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company or any of its Affiliates, together with all services provided or planned by the Company or any of its Affiliates, during Executive’s employment.

(e) Modification of Covenants . The parties hereby acknowledge that the restrictions in this Section 10 have been specifically negotiated and agreed to by the parties hereto, and are limited only to those restrictions necessary to protect the Company and its Affiliates from unfair competition. Executive acknowledges that he has carefully read and considered all the terms and conditions of this Agreement, including the restrictions in Section 10 hereof, and agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, trade secrets, Confidential Information and other legitimate interests of the Company and its Affiliates; and that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area. Executive acknowledges that the Company operates in major, medium and small-sized markets throughout the United States and many foreign countries, that the effect of Section 10(b) may be to prevent him from working in a competitive business after his termination of employment hereunder, and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which he is bound by such restraints. The parties hereby agree that if the scope or enforceability of any provision, paragraph or subparagraph of this Section 10 is in any way disputed at any time, and should a court find that such restrictions are overly broad, the court shall modify and enforce the covenant to permit its enforcement to the maximum extent permitted by law. Each provision, paragraph and subparagraph of this Section 10 is separable from every other provision, paragraph, and subparagraph, and constitutes a separate and distinct covenant.

(f) Remedies . Executive hereby expressly acknowledges that any breach or threatened breach by Executive of any of the terms set forth in Section 10 of this

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Agreement would result in significant, irreparable and continuing injury to the Company, the monetary value of which would be difficult to establish or measure. Therefore, Executive agrees that, in addition to any other remedies available to it, the Company shall be entitled to preliminary and permanent injunctive relief in a court of appropriate jurisdiction against any breach or threatened breach, without having to post bond, as well as the recovery of all reasonable attorney’s fees expended in enforcing its rights hereunder.

11. Indemnification .

(a) General . The Company agrees that if Executive is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that Executive is or was a trustee, director or officer of the Company, Holdings, or any subsidiary thereof, or is or was serving at the request of the Company or any subsidiary as a trustee, director, officer, member, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise, including, without limitation, service with respect to employee benefit plans, whether or not the basis of such Proceeding is alleged action in an official capacity as a trustee, director, officer, member, employee or agent while serving as a trustee, director, officer, member, employee or agent, Executive shall be indemnified and held harmless by the Company to the fullest extent authorized by Texas law, as the same exists or may hereafter be amended, against all Expenses incurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even if Executive has ceased to be an officer, director, trustee or agent, or is no longer employed by the Company, and shall inure to the benefit of his heirs, executors and administrators.

(e) Advances of Expenses . Expenses incurred by Executive in connection with any Proceeding shall be paid by the Company in advance upon request of Executive

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that the Company pay such Expenses; but, only in the event that Executive shall have delivered in writing to the Company (i) an undertaking to reimburse the Company for Expenses with respect to which Executive is not entitled to indemnification and (ii) an affirmation of his good faith belief that the standard of conduct necessary for indemnification by the Company has been met.

(g) Defense of Claim . With respect to any Proceeding as to which Executive notifies the Company of the commencement thereof:

(i)

The Company will be entitled to participate therein at its own expense; and

(ii)

(iii)

(h) Non-exclusivity . The right to indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition conferred in this Section 11 shall not be exclusive of any other right which Executive may have or hereafter may acquire under any statute, provision of the declaration of trust or certificate of incorporation or by-laws of the Company, Holdings, or any subsidiary, agreement, vote of shareholders or disinterested directors or trustees, or otherwise.

12. Arbitration . Except as provided for in Section 10 of this Agreement, if any contest or dispute arises between the parties with respect to this Agreement, such contest or dispute shall be submitted to binding arbitration for resolution in San Antonio, Texas in

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accordance with the rules and procedures of the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. The decision of the appointed arbitrator shall be final and binding on both parties, and any court of competent jurisdiction may enter judgment upon the award. The losing party shall pay all expenses relating to such arbitration, including, but not limited to, the prevailing party’s legal fees and expenses.

13. Successors; Binding Agreement .

(a) Company’s Successors . No rights or obligations of the Company under this Agreement may be assigned or transferred, except that the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinabove defined and any successor to its business and/or assets (by merger, purchase or otherwise) which executes and delivers the agreement provided for in this Section 13 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

14. Notice . For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered either personally or by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows:

If to Executive:

L. Lowry Mays

200 East Basse Road

San Antonio, Texas 78209

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with a copy to:

Simpson, Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attn: Andrea K. Wahlquist

If to the Company:

CC Media Holdings, Inc.

200 East Basse Road

San Antonio, Texas 78209

Attention: Chief Executive Officer

and

Clear Channel Communications, Inc.

200 East Basse Road

San Antonio, Texas 78209

Attention: General Counsel

with a copy to:

Ropes & Gray LLP

One International Place

Boston, MA 02110

Attention: Loretta Richard

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

15. Miscellaneous . No provisions of this Agreement may be amended, modified, or waived unless such amendment or modification is agreed to in writing signed by Executive and by a duly authorized officer of the Company, and such waiver is set forth in writing and signed by the party to be charged. No waiver by either party hereto at any time of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. The respective rights and obligations of the parties hereunder shall survive Executive’s termination of employment and the termination of this Agreement to the extent necessary for the intended preservation of such rights and obligations. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas without regard to its conflicts of law principles.

16. Validity . The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

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17. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

18. Entire Agreement . This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of such subject matter, including but not limited to the Existing Agreement, and excluding only any existing obligations on the part of Executive with respect to Confidential Information, assignment of intellectual property, non-competition and the like. Any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled.

19. Withholding . All payments hereunder shall be subject to any required withholding of federal, state and local taxes pursuant to any applicable law or regulation.

20. Noncontravention . The Company represents that the Company is not prevented from entering into or performing this Agreement by the terms of any law, order, rule or regulation, its by-laws or declaration of trust, or any agreement to which it is a party, other than which would not have a material adverse effect on the Company’s ability to enter into or perform this Agreement.

21. Section Headings . The section headings in this Agreement are for convenience of reference only, and they form no part of this Agreement and shall not affect its interpretation.

Remainder of page intentionally left blank

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


BT Triple Crown Merger Co., Inc.

By:		/s/ Scott M. Sperling

Name:		Scott M. Sperling
Title:		Co-President

CC Media Holdings, Inc.

By:		/s/ Scott M. Sperling

Name:		Scott M. Sperling
Title:		President

/s/ L. Lowry Mays
L. Lowry Mays

[SIGNATURE PAGE TO L. LOWRY MAYS EMPLOYMENT AGREEMENT]

Exhibit 10.8

EMPLOYMENT AGREEMENT

This Employment Agreement is entered into and effective this 29 ^th day of June, 2008 (the “Effective Date”) between Clear Channel Broadcasting, Inc. (the “Company”) and John Hogan (the “Employee”).

WHEREAS, the Company and the Employee desire to enter into an employment relationship under the terms and conditions set forth in this Agreement, which supersedes the prior employment agreement dated February 18, 2004;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. TERM OF EMPLOYMENT. Company hereby agrees to employ Employee, and Employee hereby agrees to be employed by Company, in accordance with the terms and conditions of this Agreement, for the period commencing as of the Effective Date and ending on June 29, 2013 (the “Employment Period” or “Term”). Thereafter, beginning on June 30, 2013, the Employment Period shall be automatically extended from year to year unless either Company or Employee gives written notice of non-renewal on or before April 1, 2013, or annually on each April 1 thereafter, that the Employment Period shall not be extended. The term “Employment Period” shall refer to the Employment Period if and as so extended. If this Agreement is extended pursuant to the foregoing provisions, all terms and conditions of this Agreement shall remain the same; provided, however, that the terms of this Agreement may be modified in accordance with Section 18.

2. TITLE AND DUTIES. The Employee’s title is President and Chief Executive Officer, Clear Channel Radio. The Employee will perform job duties that are usual and customary for this position, and will perform additional services and duties that the Company may from time to time designate that are consistent with the usual and customary duties of this position. The Employee will report to Mark Mays, Chief Executive Officer, Clear Channel Communications, Inc. The Employee will devote his full working time and efforts to the business and affairs of Clear Channel Radio.

3. COMPENSATION AND BENEFITS.

(A) BASE SALARY. The Company will continue to pay Employee his annual base salary through January 31, 2009. Employee is eligible for a raise after completion of the 2008 compensation study on or about October 1, 2008. Thereafter, Employee will be eligible for annual raises after January 31, 2009 commensurate with Company policy. All payments of base salary will be made in installments according to the Company’s regular payroll practice, prorated monthly or weekly where appropriate, and subject to any increases that are determined to be appropriate by the Board or its Compensation Committee.

(B) PERFORMANCE BONUS. No later than March 15 of each calendar year following that in which the Performance Bonus was earned during the term, Employee will be eligible to receive a performance bonus as set forth in the Performance Bonus Calculation attached as “Exhibit A” to this Employment Agreement.

(C) EMPLOYMENT BENEFIT PLANS. The Employee will be entitled to participate in all pension, profit sharing, and other retirement plans, all incentive compensation plans, and all group health, hospitalization and disability or other insurance plans, paid vacation, sick leave and other employee welfare benefit plans in which other similarly situated employees of the Company may participate as stated in the employee guide.

(D) EXPENSES. The Company will pay or reimburse the Employee for all normal and reasonable travel and entertainment expenses incurred by the Employee in connection with the Employee’s responsibilities to the Company upon submission of proper vouchers in accordance with the Company’s expense reimbursement policy. Any reimbursement that would constitute nonqualified deferred compensation subject to Section 409A shall be subject to the following additional rules: (i) no reimbursement of any such expense shall affect the Employee’s right to reimbursement of any other such expense in any other taxable year; (ii) reimbursement of the expense shall be made, if at all, not later than the end of the calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursement shall not be subject to liquidation or exchange for any other benefit.

(E) STOCK OPTIONS OR OTHER FORM OF ADDITIONAL CONSIDERATION. Employee shall be eligible to receive Stock Options or an alternative form of additional compensation, subject to performance criteria, input from the CEO of Clear Channel Communications, Inc. (CCU), and approval from CCU’s Board of Directors. In Company’s sole discretion, Company may at any time (i) alter, suspend or discontinue its stock option grant or long term incentive compensation program or (ii) replace the program with an alternative form of additional compensation.

4. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. During the course of the Employee’s employment with the Company, the Company will provide the Employee with access to certain confidential information, trade secrets, and other matters which are of a confidential or proprietary nature, including but not limited to the Company’s customer lists, pricing information, production and cost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the “Confidential Information”). The Company provides on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid the Employee in the performance of his duties. The Employee understands and acknowledges that such Confidential Information is confidential and proprietary, and agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that (i) the Employee deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company; (ii) the Employee is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, the Employee shall promptly inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; or (iii) such Confidential Information becomes generally known to and available for use in the industries in which the Company does business, other than as a result of any action or inaction by the Employee. The Employee further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the

Company. At such time as the Employee shall cease to be employed by the Company, he will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies of them, provided to or created by him during the course of his employment with the Company. This nondisclosure covenant is binding on the Employee, as well as his heirs, successors, and legal representatives, and will survive the termination of this Agreement for any reason.

5. NONHIRE OF COMPANY EMPLOYEES. To further preserve the rights of the Company pursuant to the nondisclosure covenant discussed above, and for the consideration promised by the Company under this Agreement, during the term of the Employee’s employment with the Company and for a period of twelve months thereafter, regardless of the reason for termination of employment, the Employee will not, directly or indirectly, (i) hire any current or prospective employee of the Company, or any subsidiary or affiliate of the Company (including, without limitation, any current or prospective employee of the Company within the 6-month period preceding the Employee’s last day of employment with the Company or within the 12-month period of this covenant) who worked, works, or has been offered employment by the Company; (ii) solicit or encourage any such employee to terminate their employment with the Company, or any subsidiary or affiliate of the Company; or (iii) solicit or encourage any such employee to accept employment with any business, operation, corporation, partnership, association, agency, or other person or entity with which the Employee may be associated.

6. NON-COMPETITION. To further preserve the rights of the Company pursuant to the nondisclosure covenant discussed above, and for the consideration promised by the Company under this Agreement, during the Employee’s employment with the Company and for a period of one year thereafter, regardless of the reason for termination of employment, the Employee will not, directly or indirectly, as an owner, director, principal, agent, officer, employee, partner, consultant, servant, or otherwise, carry on, operate, manage, control, or become involved in any manner with any business, operation, corporation, partnership, association, agency, or other person or entity which is in the same business as the Company in any location in which the Company, or any subsidiary or affiliate of the Company, operates or has plans or has projected to operate during the Employee’s employment with the Company, including any area within a 50-mile radius of any such location. The foregoing shall not prohibit the Employee from owning up to 5.0% of the outstanding stock of any publicly held company. Notwithstanding the foregoing, after the Employee’s employment with the Company has terminated, upon receiving written permission by the Board, the Employee shall be permitted to engage in such competing activities that would otherwise be prohibited by this covenant if such activities are determined in the sole discretion of the Board in good faith to be immaterial to the operations of the Company, or any subsidiary or affiliate of the Company, in the location in question.

To further preserve the rights of the Company pursuant to the nondisclosure covenant discussed above, and for the consideration promised by the Company under this Agreement, during the term of the Employee’s employment with the Company and for a period of one year thereafter, regardless of the reason for termination of employment, the Employee will not, directly or indirectly, either for himself or for any other business, operation, corporation, partnership, association, agency, or other person or entity, call upon, compete for, solicit, divert, or take away, or attempt to divert or take away current or prospective customers (including, without limitation, any customer with whom the Company, or any subsidiary or affiliate of the

Company, (i) has an existing agreement or business relationship; (ii) has had an agreement or business relationship within the six-month period preceding the Employee’s last day of employment with the Company; or (iii) has included as a prospect in its applicable pipeline) of the Company, or any subsidiary or affiliate of the Company.

The Company and the Employee agree that the restrictions contained in this noncompetition covenant are reasonable in scope and duration and are necessary to protect the Company’s business interests and Confidential Information. If any provision of this noncompetition covenant as applied to any party or to any circumstance is adjudged by a court or arbitrator to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the scope, duration, or geographic area covered thereby, the parties agree that the court or arbitrator making such determination shall have the power to reduce the scope and/or duration and/or geographic area of such provision, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be enforced. The parties agree and acknowledge that the breach of this noncompetition covenant will cause irreparable damage to the Company, and upon breach of any provision of this noncompetition covenant, the Company shall be entitled to injunctive relief, specific performance, or other equitable relief; provided, however, that this shall in no way limit any other remedies which the Company may have (including, without limitation, the right to seek monetary damages).

Should the Employee violate the provisions of this noncompetition covenant, then in addition to all other rights and remedies available to the Company at law or in equity, the duration of this covenant shall automatically be extended for the period of time from which the Employee began such violation until he permanently ceases such violation.

Notwithstanding anything to the contrary in this Agreement, if the noncompetition covenant is adjudged to be invalid or unenforceable, or if it is substantially reduced in scope or geographic area, and if Employee then performs services in any capacity in competition with the Company, then the Company shall have no severance compensation obligations to Employee under Section 8 of this Agreement.

7. TERMINATION. The Employee’s employment with the Company may be terminated under the following circumstances:

(A) DEATH. The Employee’s employment with the Company shall terminate upon his death.

(B) DISABILITY. The Company may terminate the Employee’s employment with the Company if, as a result of the Employee’s incapacity due to physical or mental illness, the Employee is unable to perform his duties under this Agreement on a full-time basis for more than 90 days in any 12 month period, as determined by the Company.

(C) TERMINATION BY THE COMPANY. The Company may terminate the Employee’s employment without cause, subject to the severance obligations in Section 8(d). The Company may also terminate his employment for Cause. A termination for Cause must be

for one or more of the following reasons: (i) conduct by the Employee constituting a material act of willful misconduct in connection with the performance of his duties, including, without limitation, violation of the Company’s policy on sexual harassment, misappropriation of funds or property of the Company or any of its affiliates other than the occasional, customary and de minimis use of Company property for personal purposes, or other willful misconduct as determined in the sole reasonable discretion of the Company; (ii) continued, willful and deliberate non-performance by the Employee of his duties hereunder (other than by reason of the Employee’s physical or mental illness, incapacity or disability) where such non-performance has continued for more than 10 days following written notice of such non-performance; (iii) the Employee’s refusal or failure to follow lawful directives where such refusal or failure has continued for more than 30 days following written notice of such refusal or failure; (iv) a criminal or civil conviction of the Employee, a plea of nolo contendere by the Employee, or other conduct by the Employee that, as determined in the sole reasonable discretion of the Board, has resulted in, or would result in if he were retained in his position with the Company, material injury to the reputation of the Company, including, without limitation, conviction of fraud, theft, embezzlement, or a crime involving moral turpitude; (v) a material breach by the Employee of any of the provisions of this Agreement; or (vi) a material violation by the Employee of the Company’s employment policies.

(D) Termination By Employee For Good Cause. Employee may terminate this Agreement at any time for “Good Cause,” which is defined as one of the following: (i) a repeated willful failure of Company to comply with a material term of this Agreement after written notice by Employee specifying the alleged failure; or (ii) a substantial and unusual change in Employee’s position, material duties, responsibilities, or authority without an offer of additional reasonable compensation as determined by Company in light of compensation levels for similarly situated employees; or (iii) a substantial and unusual reduction in Employee’s material duties, responsibilities or authority. If Employee elects to terminate this Agreement for “Good Cause” as described above in this paragraph, Employee must provide Company written notice within thirty (30) days of the occurrence of “Good Cause,” after which Company shall have thirty (30) days within which to cure. If in spite of Company’s efforts to cure, Employee still elects to terminate this Agreement, he must do so within ten (10) days after the end of the cure period.

(E) KEY MAN. (This provision has been approved by the Compensation Committee of the Board of Directors.) In the event that during the Term of this Agreement the circumstance arises that the Employee does not report directly to Lowry Mays, Mark Mays, or Randall Mays, Employee may terminate this Agreement, in writing, but in no event later than 90 days after such circumstance occurs. Compensation as a result of a Termination under this provision shall be treated the same as if the Employee had terminated for Good Cause (See Section 8(e), below).

8. COMPENSATION UPON TERMINATION.

(A) DEATH. If the Employee’s employment with the Company terminates by reason of his death, the Company will, within 45 days of said termination, pay in a lump sum amount to such person as the Employee shall designate in a notice filed with the Company or, if no such person is designated, to the Employee’s estate, the Employee’s accrued and unpaid base

salary and prorated bonus, if any (See Exhibit A), and any payments to which the Employee’s spouse, beneficiaries, or estate may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies).

(B) DISABILITY. If the Employee’s employment with the Company terminates by reason of his disability, the Company shall, within 45 days of said termination, pay in a lump sum amount to the Employee his accrued and unpaid base salary and prorated bonus, if any (See Exhibit A), and any payments to which he may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies).

(C) TERMINATION BY THE COMPANY FOR CAUSE. If the Employee’s employment with the Company is terminated by the Company for Cause the Company will, within 45 days of said termination, pay in a lump sum amount to the Employee his accrued and unpaid base salary and any payments to which he may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies).

(D) NON-RENEWAL BY COMPANY; TERMINATION BY THE COMPANY WITHOUT CAUSE. If the Employee's employment with the Company is terminated by the Company without Cause, or if Company terminates employment following its notice of non-renewal, the Employment Period shall end on a date to be determined by Company and the Company will, within 45 days of said termination, pay in a lump sum amount to the Employee his accrued and unpaid base salary and any payments to which he may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies). In addition, if Employee signs a severance agreement and general release of claims in a form and manner satisfactory to Company, Company will pay to Employee, in periodic payments twice per month over a period of three years in accordance with ordinary payroll practices and deductions, an amount equal to three times the average of Employee’s annualized base salary for the current and prior full year of employment.

(E) TERMINATION BY EMPLOYEE FOR GOOD CAUSE. If the Employee terminates for Good Cause under Section 7, employment shall end on a date to be determined mutually by Company and Employee, and the Company will, within 45 days of said termination, pay in a lump sum amount to the Employee his accrued and unpaid base salary and any payments to which he may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies). In addition, if Employee signs a severance agreement and general release of claims in a form and manner satisfactory to Company, Company will pay to Employee, in periodic payments twice per month over a period of three years, in accordance with ordinary payroll practices and deductions, an amount equal to three times the average of Employee’s annualized base salary for the current and prior full year of employment.

(F) NON-RENEWAL BY EMPLOYEE. If Employee gives notice of non-renewal under Section 1, employment shall end on a date to be determined by Company and the Company will, within 45 days, pay in a lump sum amount to the Employee his accrued and unpaid base salary and any payments to which he may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies). In addition, if Employee signs a severance agreement and general release of claims in a form and manner

satisfactory to Company, Company will, within 45 days, pay to Employee, an amount equal to Employee’s then current base salary for one year, payable in periodic payments twice per month over a period of one year during the Employee’s one year noncompete, in accordance with ordinary payroll practices and deductions.

(G) PRO-RATA BONUS. If Company terminates Employee without Cause or due to non-renewal notice by Company, or if Employee terminates for Good Cause, Employee shall be paid a pro-rata Performance Bonus no later than March 15 of the calendar year following that in which the Performance Bonus would otherwise have been earned during the term, It is expressly understood and agreed that the pro-rata Performance Bonus will be paid only if such bonus would have otherwise been earned if employment had not been terminated.

(H) EFFECT OF COMPLIANCE WITH COMPENSATION UPON TERMINATION PROVISIONS. Upon complying with Subparagraphs 8(a) through 8(e) above, as applicable, the Company will have no further obligations to the Employee except as otherwise expressly provided under this Agreement, provided that such compliance will not adversely affect or alter the Employee’s rights under any employee benefit plan of the Company in which the Employee has a vested interest, unless, otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto.

9. PARTIES BENEFITED; ASSIGNMENTS. This Agreement shall be binding upon the Employee, his heirs and his personal representative or representatives, and upon the Company and its respective successors and assigns. Neither this Agreement nor any rights or obligations hereunder may be assigned by the Employee, other than by will or by the laws of descent and distribution.

10. NOTICES. Any notice provided for in this Agreement will be in writing and will be deemed to have been given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid. If to the Board or the Company, the notice will be sent to Mark P. Mays, 200 E. Basse Road, San Antonio, TX 78209 and a copy of the notice will be sent to Chief Legal Officer, 200 E. Basse Road, San Antonio, TX 78209. If to the Employee, the notice will be sent to 30899 Venturer, Fair Oaks Ranch, TX 78015 and a copy of the notice will be sent to Michael Hogan. Such notices may alternatively be sent to such other address as any party may have furnished to the other in writing in accordance with this Agreement, except that notices of change of address shall be effective only upon receipt.

11. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice of law or conflict provisions or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas and the Employee hereby expressly consents to the personal jurisdiction of the state and federal courts located in the State of Texas for any lawsuit arising from or relating to this Agreement.

12. DEFINITION OF COMPANY. As used in this Agreement, the term “Company” shall include any of its present and future divisions, operating companies, subsidiaries and affiliates.

13. LITIGATION AND REGULATORY COOPERATION. During and after the Employee’s employment, the Employee shall reasonably cooperate with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Employee was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect the Employee or expose the Employee to an increased probability of civil or criminal litigation. The Employee’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Employee’s employment, the Employee also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Employee was employed by the Company. The Company will pay the Employee on an hourly basis (to be derived from his base salary) for requested litigation and regulatory cooperation that occurs after his termination of employment, and reimburse the Employee for all costs and expenses incurred in connection with his performance under this paragraph, including, but not limited to, reasonable attorneys’ fees and costs.

14. INDEMNIFICATION AND INSURANCE; LEGAL EXPENSES. The Company shall indemnify the Employee to the fullest extent permitted by law, in effect at the time of the subject act or omission, and shall advance to the Employee reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee was not entitled to the reimbursement of such fees and expenses), and the Employee will be entitled to the protection of any insurance policies that the Company may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries, or his serving or having served any other enterprise as a director, officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Company covenants to maintain during the Employee’s employment for the benefit of the Employee (in his capacity as an officer and director of the Company) Directors and Officers Insurance providing benefits to the Employee no less favorable, taken as a whole, than the benefits provided to the other similarly situated employees of the Company by the Directors and Officers Insurance maintained by the Company on the date hereof; provided, however, that the Board may elect to terminate Directors and Officers Insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not available or is available only at unreasonable expense.

15. ARBITRATION. The parties agree that any dispute, controversy or claim, whether based on contract, tort, statute, discrimination, retaliation, or otherwise, relating to, arising from or connected in any manner to this Agreement, or to the alleged breach of this Agreement, or arising out of or relating to Employee’s employment or termination of employment, shall, upon timely written request of either party be submitted to and resolved by binding arbitration. The arbitration shall be conducted in San Antonio, Texas. The arbitration shall proceed in accordance with the National Rules for Resolution of Employment Disputes of the American Arbitration

Association (“AAA”) in effect at the time the claim or dispute arose, unless other rules are agreed upon by the parties. Unless otherwise agreed to by the parties in writing, the arbitration shall be conducted by one arbitrator who is a member of the AAA and who is selected pursuant to the methods set out in the National Rules for Resolution of Employment Disputes of the AAA. Any claims received after the applicable/relevant statute of limitations period has passed shall be deemed null and void. The award of the arbitrator shall be a reasoned award with findings of fact and conclusions of law. Either party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement, to enforce an arbitration award, and to vacate an arbitration award. However, in actions seeking to vacate an award, the standard of review to be applied by said court to the arbitrator’s findings of fact and conclusions of law will be the same as that applied by an appellate court reviewing a decision of a trial court sitting without a jury. The Company will pay the actual costs of arbitration excluding attorney’s fees. Each party will pay its own attorneys fees and other costs incurred by their respective attorneys. A breach or threat of breach of this Agreement by either party to this Agreement shall give the non-breaching party the right to seek a temporary restraining order and a preliminary or permanent injunction in the appropriate court to enjoin the breaching party from violating this Agreement in order to prevent immediate and irreparable harm to the non-breaching party.

16. REPRESENTATIONS AND WARRANTIES OF THE EMPLOYEE. The Employee represents and warrants to the Company that he is under no contractual or other restriction which is inconsistent with the execution of this Agreement, the performance of his duties hereunder or the other rights of Company hereunder. The Employee also represents and warrants to the Company that he is under no physical or mental disability that would hinder the performance of his duties under this Agreement.

17. SECTION 409A COMPLIANCE. Payments under this Agreement (the “Payments”) shall be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A, the Regulations, applicable case law and administrative guidance. All Payments shall be, under all circumstances, deemed to come from an unfunded plan. Further, notwithstanding any provision in this Agreement to the contrary, all Payments subject to Section 409A will not be accelerated in time or schedule. Employee and Company will not be abl e to change the designated time or form of any Payments subject to Section 409A. In addition, all Severance Payments that are deferred compensation and subject to Section 409A will only be payable upon a “separation from service” (as that term is defined at Section 1.409A-1(h) of the Treasury Regulations) from the Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with the Company under Section 1.409A-1(h)(3) of the Treasury Regulations. All references in this Agreement to a termination of employment and correlative terms shall be construed to require a “separation from service.”

18. MISCELLANEOUS. This Agreement contains the entire agreement of the parties relating to the subject matter hereof. This Agreement supersedes any prior written or oral agreements or understandings between the parties relating to the subject matter hereof. No modification or amendment of this Agreement shall be valid unless in writing and signed by or on behalf of the parties hereto. The failure of a party to require performance of any provision of this Agreement shall in no manner affect the right of such party at a later time to enforce any provision of this Agreement. A waiver of the breach of any term or condition of this Agreement

shall not be deemed to constitute a waiver of any subsequent breach of the same or any other term or condition. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Agreement, or the application thereof to any person or circumstance, shall, for any reason and to any extent, be held invalid or unenforceable, such invalidity and unenforceability shall not affect the remaining provisions hereof or the application of such provisions to other persons or circumstances, all of which shall be enforced to the greatest extent permitted by law. The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or affect the meaning of any provision hereof.

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first written above, with the express understanding that this Agreement is subject to (i) closing of the amended merger agreement dated May 13, 2008, and (ii) formal approval by the Board of Directors of CCU and CC Media Holdings, Inc.


DATE: 6-30-08	JOHN HOGAN
	/s/ John Hogan

DATE: 6-30-08	CLEAR CHANNEL BROADCASTING, INC.

	By:	/s/ Mark P. Mays
	Name:	MARK P. MAYS
	Title:	Director, Clear Channel Broadcasting, Inc. and Chief Executive Officer, Clear Channel Communications, Inc.

Exhibit 10.10

AMENDMENT NO. 1 TO CREDIT AGREEMENT

AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of July 9, 2008 (this “ Amendment ”), among BT TRIPLE CROWN MERGER CO., INC., a Delaware corporation (“ Merger Sub ”), CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”).

PRELIMINARY STATEMENTS

Merger Sub, each lender from time to time party thereto (the “ Lenders ”) and the Administrative Agent have entered into a Credit Agreement, dated as of May 13, 2008 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”).

Merger Sub has requested that the Lenders agree to amend certain provisions of the Credit Agreement as set forth herein.

The Required Lenders are willing so to amend the Credit Agreement pursuant to the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

SECTION 1. Definitions . Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

SECTION 2. Amendment to Section 1.01 . Section 1.01 of the Credit Agreement is hereby amended as follows:

(a) by adding in the appropriate alphabetical order the following new definitions:

“ Administrative Agent Claim ” has the meaning specified in Section 9.16(i).

“ Secured Party Claim ” means any amount which a Foreign Subsidiary Revolving Borrower owes to a Secured Party under or in connection with the Loan Documents.

(b) by replacing the words “Section 7.02(d)(iv)” with the words “Section 7.02(d)(v)” in clause (h) of the definition of “Available Amount”;

(c) by inserting the words “on or” immediately prior to the words “after the Closing Date” in the definition of “Foreign Subsidiary Revolving Borrowers”;

(d) by replacing the words “(a) England and Wales or (b) Canada” with “(a) England and Wales, (b) Canada or (c) The Netherlands” in the definition of “Qualified Foreign Subsidiary”;

SECTION 3. Amendment Section 7.03 . Section 7.03 of the Credit Agreement is hereby amended as follows:

(a) by replacing the words in Section 7.03(t) “and otherwise comply with Section 6.11 and additional Indebtedness thereunder not to exceed an aggregate principal amount of $500,000,000” with “and otherwise comply with Section 6.11, additional Indebtedness thereunder not to exceed an aggregate principal amount of $500,000,000”;

(b) by replacing the words in Section 7.03(t) “Indebtedness under this clause (y)” with “Indebtedness under this clause (z)”; and

SECTION 4. Amendment to Section 2.05 . Section 2.05(b)(ii)(B) of the Credit Agreement is hereby amended by replacing the words “other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)” with the words “other than any Disposition specifically excluded from the application of this Section 2.05(b)(ii)(B)”.

SECTION 5. Amendment to Section 9.16 . Section 9.16 of the Credit Agreement is amended by replacing it in its entirety with the following:

“SECTION 9.16. Administrative Agent as Holder of any Security Created by any Collateral Document Governed by the Laws of the Netherlands . With respect to any Foreign Subsidiary Revolving Borrower organized or incorporated under the laws of the Netherlands:

(i) Each Foreign Subsidiary Revolving Borrower must pay the Administrative Agent, as an independent and separate creditor, an amount equal to each Secured Party Claim on its due date (the “ Administrative Agent Claim ”).

(ii) The Administrative Agent may enforce performance of any Administrative Agent Claim in its own name as an independent and separate right. This includes any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in respect of any kind of insolvency proceeding.

(iii) Each Secured Party must, at the request of the Administrative Agent, perform any act required in connection with the enforcement of any Administrative Agent Claim. This includes joining in any proceedings as co-claimant with the Administrative Agent.

(iv) Each Foreign Subsidiary Revolving Borrower irrevocably and unconditionally waives any right it may have to require a Secured Party to join in any proceedings as co-claimant with the Administrative Agent in respect of any Administrative Agent Claim.

(v) Discharge by a Foreign Subsidiary Revolving Borrower of a Secured Party Claim will discharge the corresponding Administrative Agent Claim

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in the same amount. Discharge by a Foreign Subsidiary Revolving Borrower of an Administrative Agent Claim will discharge the corresponding Secured Party Claim in the same amount.

(vi) The aggregate amount of the Administrative Agent Claims will never exceed the aggregate amount of the Secured Party Claims.

(vii) A defect affecting an Administrative Agent Claim against a Foreign Subsidiary Revolving Borrower will not affect any Secured Party Claim. A defect affecting a Secured Party Claim against a Foreign Subsidiary Revolving Borrower will not affect any Administrative Agent Claim.”

SECTION 6. Amendment to Schedule 1.01E . Schedule 1.01E of the Credit Agreement is hereby amended by inserting the words “except, in the case of NBC Universal, Inc., which shall be limited to any Subsidiary of the foregoing (and shall expressly not include GE Capital or any other Subsidiary or division of General Electric Co. engaged in the business of corporate finance)” immediately after “any Affiliate of the foregoing.”

SECTION 7. Conditions to Effectiveness . This Amendment shall become effective upon the Administrative Agent’s receipt of executed counterparts of this Amendment, executed by Merger Sub and the Required Lenders.

SECTION 8. Credit Agreement . Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Agents, the L/C Issuer, the Borrowers or any other Loan Party under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrowers to any future consent to, or waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

SECTION 9. Applicable Law; Waiver of Jury Trial .

(A) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED THEREIN).

(B) EACH PARTY HERETO AGREES AS SET FORTH IN SECTION 9.10 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.

SECTION 10. Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original

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executed counterpart of this Amendment. The Agents may also require that any such documents and signatures delivered by facsimile or electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by facsimile or electronic transmission.

SECTION 11. Headings . The Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment

SECTION 12. Severability . If any provision of this Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and the intent of such illegal, invalid or unenforceable provision shall be followed as closely as legally possible. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

[ Signature pages follow .]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.


BT TRIPLE CROWN MERGER CO., INC.

By:		/s/ James C. Carlisle
Name:		James C. Carlisle
Title:		Vice President / Assistant Treasurer

[ Signature Page - Amendment No. 1 ]


CITIBANK, N.A.,
as Administrative Agent, Swing Line Lender, L/C Issuer and as a Lender,

By:		/s/ Ross MacIntyre
Name:		Ross MacIntyre
Title:		Managing Director and Vice President

[ Signature Page - Amendment No. 1 ]


DEUTSCHE BANK AG NEW YORK BRANCH ,
as a Lender

By:		/s/ David Mayhew
Name:		David Mayhew
Title:		Managing Director

By:		/s/ James Kelleher
Name:		James Kelleher
Title:		Director

[ Signature Page - Amendment No. 1 ]


MORGAN STANLEY SENIOR FUNDING INC., as a Lender

By:		/s/ Gene Martin
Name:		Gene Martin
Title:		Vice President

[ Signature Page - Amendment No. 1 ]


CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
as a Lender

By:		/s/ Judith E. Smith
Name:		Judith E. Smith
Title:		Director


By:		/s/ Doreen Barr
Name:		Doreen Barr
Title:		Vice President

[ Signature Page - Amendment No. 1 ]


THE ROYAL BANK OF SCOTLAND PLC,
as a Lender

By:		/s/ Steven F. Killileg
Name:		Steven F. Killileg
Title:		Managing Director

[ Signature Page - Amendment No. 1 ]


WACHOVIA BANK, NATIONAL ASSOCIATION,
as a Lender

By:		/s/ Joe Mynatt
Name:		Joe Mynatt
Title:		Director

[ Signature Page - Amendment No. 1 ]

Exhibit 10.11

AMENDMENT NO. 2 TO CREDIT AGREEMENT

AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of July 28, 2008 (this “ Amendment ”), among BT TRIPLE CROWN MERGER CO., INC., a Delaware corporation (“ Merger Sub ”), CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”).

PRELIMINARY STATEMENTS

Merger Sub has requested that the Lenders agree to amend certain provisions of the Credit Agreement as set forth herein.

The Required Lenders are willing so to amend the Credit Agreement pursuant to the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

SECTION 1. Definitions . Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

SECTION 2. Amendment to Section 2.05 . Section 2.05 of the Credit Agreement is hereby amended as follows:

(a)

by adding the following as a new subclause (d):

“(d) AHYDO Catch-Up Payment . On the first Interest Payment Date following the fifth anniversary of the “issue date” (as defined in Treasury Regulation Section 1.1273-2(a)(2), “ Issue Date ”) of each Loan made on the Closing Date, and on each Interest Payment Date thereafter, the Parent Borrower shall prepay a portion of the principal of such Loan in an amount equal to the AHYDO Catch-Up Payment with respect to such Loan for such Interest Payment Date. On the first Interest Payment Date following the fifth anniversary of the “Issue Date” of any Delayed Draw 1 Term Loan, and on each Interest Payment Date thereafter, the Parent Borrower shall prepay a portion of such Delayed Draw 1 Term Loan in an amount equal to the AHYDO Catch-Up Payment with respect to such Loan for such Interest Payment Date. On the first Interest Payment Date following the fifth anniversary of the “Issue Date” of any Delayed Draw 2 Term Loan, and on each Interest Payment Date thereafter, the Parent Borrower shall prepay a portion of such Delayed Draw 2 Term Loan in an amount equal to the AHYDO

Catch-Up Payment with respect to such Loan for such Interest Payment Date. On the first Interest Payment Date following the fifth anniversary of the “Issue Date” of any Revolving Credit Loan, and on each Interest Payment Date thereafter, the Parent Borrower shall prepay a portion of such Revolving Credit Loan in an amount equal to the AHYDO Catch-Up Payment with respect to such Loan for such Interest Payment Date. For the purposes of this Section 2.05(d), the “ AHYDO Catch-Up Payment ” for a particular Interest Payment Date with respect to a particular Loan means the minimum principal prepayment sufficient to ensure that as of the close of such Interest Payment Date, the aggregate amount which would be includible in gross income with respect to such Loan before the close of such Interest Payment Date (as described in Section 163(i)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code)) does not exceed the sum (described in Section 163(i)(2)(B) of the Code) of (i) the aggregate amount of interest to be paid under such Loan (including for this purpose any AHYDO Catch-Up Payments) made before the close of such Interest Payment Date plus (ii) the product of the issue price of such Loan as defined in Section 1273(b) of the Code (that is, the first price at which a substantial amount of the Loan is sold, disregarding for this purpose sales to bond houses, brokers or similar persons acting in the capacity of underwriters, placement agents or wholesalers) and its yield to maturity (within the meaning of Section 163(i)(2)(B) of the Code), with the result that that such Loan is not treated as having “significant original issue discount” within the meaning of Section 163(i)(1)(C) of the Code; provided , however , for avoidance of doubt, that if the yield to maturity of such Loan is less than the amount described in Section 163(i)(1)(B) of the Code, the AHYDO Catch-Up Payment shall be zero for each Interest Payment Date with respect to such Loan. It is the intention of this Section 2.05(d) that each Loan will not be an “applicable high yield discount obligation” (“ AHYDO ”) within the meaning of Section 163(i)(1) of the Code, and this Section shall be interpreted consistently with such intent. Each prepayment of a Loan made in accordance with this Section 2.05(d) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares of such prepayment. Each prepayment of a Term Loan made in accordance with this Section 2.05(d) shall be applied to remaining scheduled installments of principal pursuant to Section 2.07(a) in direct order of maturity. The computations and determinations required under this Section 2.05(d) shall be made by the Parent Borrower in its good faith reasonable discretion and shall be binding upon Holders of Term Loans absent manifest error.”

(b)

by renumbering subclause (d) as subclause (e).

SECTION 3. Amendment to Section 6.14 . Section 6.14 of the Credit Agreement is hereby amended and restated as follows:

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calculations demonstrating satisfaction of such test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of the ABL Facilities, the New Senior Notes, or any other Junior Financing or any other Indebtedness of any Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Loan Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Loan Parties’ (as applicable) Investment in such Subsidiary.”

SECTION 4. Amendment to Section 7.12 . Section 7.12(a)(v) of the Credit Agreement is hereby amended by replacing the words “New Senior Toggle Notes” with the words “New Senior Notes.”

SECTION 5. Amendment to Section 9.16 . Section 9.16 of the Credit Agreement is hereby amended by deleting the title and the first clause thereof and replacing it with the following:

“SECTION 9.16. Administrative Agent as Holder of Security Interests Granted by Foreign Subsidiary Revolving Borrowers . With respect to any Foreign Subsidiary Revolving Borrower:”

SECTION 6. Conditions to Effectiveness . This Amendment shall become effective upon the Administrative Agent’s receipt of executed counterparts of this Amendment, executed by Merger Sub and the Required Lenders.

SECTION 7. Credit Agreement . Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Agents, the L/C Issuer, the Borrowers or any other Loan Party under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrowers to any future consent to, or waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

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SECTION 8. Applicable Law; Waiver of Jury Trial .

(A) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED THEREIN).

(B) EACH PARTY HERETO AGREES AS SET FORTH IN SECTION 10.16 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.

SECTION 9. Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment. The Agents may also require that any such documents and signatures delivered by facsimile or electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by facsimile or electronic transmission.

SECTION 10. Headings . The Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment

SECTION 11. Severability . If any provision of this Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and the intent of such illegal, invalid or unenforceable provision shall be followed as closely as legally possible. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

[ Signature pages follow .]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.


BT TRIPLE CROWN MERGER CO., INC.

By:		/s/ James C. Carlisle
Name:		James C. Carlisle
Title:		Vice President and Assistant Treasurer

[Signature Page - Amendment No. 2]


CITIBANK, N.A. , as Administrative Agent, Swing Line Lender, L/C Issuer and as a Lender,

By:		/s/ Timothy P. Dilworth
Name:		Timothy P. Dilworth
Title:		Vice President

[Signature Page - Amendment No. 2]


DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender

By:		/s/ David Mayhew
Name:		David Mayhew
Title:		Managing Director

By:		/s/ Stephen Cayer
Name:		Stephen Cayer
Title:		Director

[Signature Page - Amendment No. 2]


MORGAN STANLEY SENIOR FUNDING INC. , as a Lender

By:		/s/ Gene Martin
Name:		Gene Martin
Title:		Vice President

[Signature Page - Amendment No. 2]


MORGAN STANLEY BANK, as a Lender

By:		/s/ Gene Martin
		Name: Gene Martin
		Title: Authorized Signatory

[Signature Page - Amendment No. 2]


CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender

By:	/s/ Judith E. Smith	/s/ Morenikeji Ajayi

Name:	Judith E. Smith	Morenikeji Ajayi
Title:	Director	Associate

[Signature Page - Amendment No. 2]


THE ROYAL BANK OF SCOTLAND PLC, as a Lender

By:		/s/ Steven Killileg
Name:		Steven Killileg
Title:		Managing Director

[Signature Page - Amendment No. 2]


WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender

By:		/s/ Joe Mynatt
Name:		Joe Mynatt
Title:		Director

[Signature Page - Amendment No. 2]

Exhibit 10.13

AMENDMENT NO. 1 TO CREDIT AGREEMENT

PRELIMINARY STATEMENTS

Merger Sub has requested that the Lenders agree to amend certain provisions of the Credit Agreement as set forth herein.

The Required Lenders are willing so to amend the Credit Agreement pursuant to the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

SECTION 1. Definitions . Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

SECTION 2. Amendment to Section 1.01 . Section 1.01 of the Credit Agreement is hereby amended as follows:

(a) by adding in the appropriate alphabetical order the following new definitions:

“ Hedge Bank ” means any Person that is an Agent, a Lender, or an Affiliate of any of the foregoing at the time it enters into a Secured Hedge Agreement, in its capacity as a party thereto, whether or not such Person subsequently ceases to be an Agent, a Lender or an Affiliate of any of the foregoing.

“ Hedging Obligations ” means obligations of the Parent Borrower or any Subsidiary arising under any Secured Hedge Agreement.

SECTION 3. Amendment to Section 7.03 . Section 7.03 of the Credit Agreement is hereby amended by deleting the words in the third to last paragraph “ the first paragraph of this Section and”.

SECTION 4. Amendment to Schedule 1.01E . Schedule 1.01E of the Credit Agreement is hereby amended by inserting the words “except in the case of NBC Universal, Inc., which shall be limited to any Subsidiary of the foregoing (and shall expressly not include GE Capital or any other Subsidiary or division of General Electric Co. engaged in the business of corporate finance)” immediately after “any Affiliate of the foregoing.”

SECTION 5. Conditions to Effectiveness . This Amendment shall become effective upon the Administrative Agent’s receipt of executed counterparts of this Amendment, executed by Merger Sub and the Required Lenders.

SECTION 6. Credit Agreement . Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Agents, the L/C Issuer, the Borrowers or any other Loan Party under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrowers to any future consent to, or waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

SECTION 7. Applicable Law; Waiver of Jury Trial .

(A) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED THEREIN).

(B) EACH PARTY HERETO AGREES AS SET FORTH IN SECTION 9.10 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.

SECTION 8. Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment. The Agents may also require that any such documents and signatures delivered by facsimile or electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by facsimile or electronic transmission.

SECTION 9. Headings . The Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment

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SECTION 10. Severability . If any provision of this Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and the intent of such illegal, invalid or unenforceable provision shall be followed as closely as legally possible. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

[ Signature pages follow .]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.


BT TRIPLE CROWN MERGER CO., INC.

By:		/s/ James C. Carlisle
Name:		James C. Carlisle
Title:		Vice President / Assistant Treasurer

[ Signature Page - Amendment No. 1 ]


CITIBANK, N.A.,
as Administrative Agent, Swing Line
Lender, L/C Issuer and as a Lender,

By:		/s/ Shane Azzara
Name:		Shane Azzara
Title:		Director

[ Signature Page - Amendment No. 1 ]


DEUTSCHE BANK AG NEW YORK BRANCH,
as a Lender

By:		/s/ David Mayhew
Name:		David Mayhew
Title:		Managing Director

By:		/s/ James Kelleher
Name:		James Kelleher
Title:		Director

[ Signature Page - Amendment No. 1 ]


MORGAN STANLEY SENIOR FUNDING INC.,
as a Lender

By:		/s/ Gene Martin
Name:		Gene Martin
Title:		Vice President

[ Signature Page - Amendment No. 1 ]


CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
as a Lender

By:		/s/ Judith E. Smith
Name:		Judith E. Smith
Title:		Director

By:		/s/ Doreen Barr
Name:		Doreen Barr
Title:		Vice President

[ Signature Page - Amendment No. 1 ]


THE ROYAL BANK OF SCOTLAND PLC,
as a Lender

By:		/s/ Steven F. Killileg
Name:		Steven F. Killileg
Title:		Managing Director

[ Signature Page - Amendment No. 1 ]


WACHOVIA BANK, NATIONAL ASSOCIATION,
as a Lender

By:		/s/ Joe Mynatt
Name:		Joe Mynatt
Title:		Director

[ Signature Page - Amendment No. 1 ]

Exhibit 10.14

AMENDMENT NO. 2 TO CREDIT AGREEMENT

PRELIMINARY STATEMENTS

Merger Sub has requested that the Lenders agree to amend certain provisions of the Credit Agreement as set forth herein.

The Required Lenders are willing so to amend the Credit Agreement pursuant to the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

SECTION 1. Definitions . Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

SECTION 2. Amendment to Section 2.05 . Section 2.05 of the Credit Agreement is hereby amended as follows:

(a)

by adding the following as a new subclause (c):

“(c) AHYDO Catch-Up Payment . On the first Interest Payment Date following the fifth anniversary of the “Issue Date” of any Loan, and on each Interest Payment Date thereafter, the Parent Borrower shall prepay a portion of such Loan in an amount equal to the AHYDO Catch-Up Payment with respect to such Loan for such Interest Payment Date. For the purposes of this Section 2.05(c), the “ AHYDO Catch-Up Payment ” for a particular Interest Payment Date with respect to a particular Loan means the minimum principal prepayment sufficient to ensure that as of the close of such Interest Payment Date, the aggregate amount which would be includible in gross income with respect to such Loan before the close of such Interest Payment Date (as described in Section 163(i)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code)) does not exceed the sum (described in Section 163(i)(2)(B) of the Code) of (i) the aggregate amount of interest to be paid under such Loan (including for this purpose any AHYDO Catch-Up Payments) made before the close of such Interest Payment Date plus (ii) the product of

the issue price of such Loan as defined in Section 1273(b) of the Code (that is, the first price at which a substantial amount of the Loan is sold, disregarding for this purpose sales to bond houses, brokers or similar persons acting in the capacity of underwriters, placement agents or wholesalers) and its yield to maturity (within the meaning of Section 163(i)(2)(B) of the Code), with the result that that such Loan is not treated as having “significant original issue discount” within the meaning of Section 163(i)(1)(C) of the Code; provided , however , for avoidance of doubt, that if the yield to maturity of such Loan is less than the amount described in Section 163(i)(1)(B) of the Code, the AHYDO Catch-Up Payment shall be zero for each Interest Payment Date with respect to such Loan. It is the intention of this Section 2.05(c) that each Loan will not be an “applicable high yield discount obligation” (“ AHYDO ”) within the meaning of Section 163(i)(1) of the Code, and this Section shall be interpreted consistently with such intent. The computations and determinations required under this Section 2.05(c) shall be made by the Parent Borrower in its good faith reasonable discretion and shall be binding upon Lenders absent manifest error.”

(b)

by renumbering subclause (c) as subclause (d).

SECTION 3. Amendment to Section 6.14 . Section 6.14 of the Credit Agreement is hereby amended and restated as follows:

“SECTION 6.14. Designation of Subsidiaries . The board of directors of the Parent Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, and (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of the CF Facilities, the New Senior Notes, or any other Junior Financing or any other Indebtedness of any Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Loan Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Loan Parties’ (as applicable) Investment in such Subsidiary.”

SECTION 4. Amendment to Section 7.12 . Section 7.12(a)(v) of the Credit Agreement is hereby amended by replacing the words “New Senior Toggle Notes” with the words “New Senior Notes.”

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SECTION 7. Applicable Law; Waiver of Jury Trial .

(A) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED THEREIN).

(B) EACH PARTY HERETO AGREES AS SET FORTH IN SECTION 10.16 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.

[ Signature pages follow .]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.


BT TRIPLE CROWN MERGER CO., INC.

By:		/s/ James C. Carlisle
Name:		James C. Carlisle
Title:		Vice President and Assistant Treasurer

[ Signature Page - Amendment No. 2 ]


CITIBANK, N.A. , as Administrative Agent, Swing Line Lender, L/C Issuer and as a Lender,

By:		/s/ Miles D. McManus
Name:		Miles D. McManus
Title:		Vice President and Director

[ Signature Page - Amendment No. 2 ]


DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender

By:		/s/ David Mayhew
Name:		David Mayhew
Title:		Managing Director

By:		/s/ Stephen Cayer
Name:		Stephen Cayer
Title:		Director

[ Signature Page - Amendment No. 2 ]


MORGAN STANLEY SENIOR FUNDING INC. , as a Lender

By:		/s/ Lisa Hanson
Name:		Lisa Hanson
Title:		Authorized Signatory

[ Signature Page - Amendment No. 2 ]


CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender

By:		/s/ Judith E. Smith /s/ Morenikeji Ajayi
Name:		Judith E. Smith Morenikeji Ajayi
Title:		Director Associate

[ Signature Page - Amendment No. 2 ]


THE ROYAL BANK OF SCOTLAND PLC, as a Lender

By:		/s/ Steven F. Killileg
Name:		Steven F. Killileg
Title:		Managing Director

[ Signature Page - Amendment No. 2 ]


WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender

By:		/s/ Joe Mynatt
Name:		Joe Mynatt
Title:		Director

[ Signature Page - Amendment No. 2 ]

Exhibit 10.16

EXECUTION COPY

INDENTURE

Dated as of July 30, 2008

among

BT TRIPLE CROWN MERGER CO., INC.

as the Issuer,

(to be merged with and into

CLEAR CHANNEL COMMUNICATIONS, INC.,

as the surviving entity),

LAW DEBENTURE TRUST COMPANY OF NEW YORK,

as Trustee

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Paying Agent, Registrar and Transfer Agent

10.75% SENIOR CASH PAY NOTES DUE 2016

and

11.00% / 11.75% SENIOR TOGGLE NOTES DUE 2016

CROSS-REFERENCE TABLE*


Trust Indenture Act Section		Indenture Section
310	(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	7.10
	(b)	7.03, 7.10
	(c)	N.A.
311	(a)	7.11
	(b)	7.11
	(c)	N.A.
312	(a)	2.05
	(b)	13.03
	(c)	13.03
313	(a)	7.06
	(b)(1)	N.A.
	(b)(2)	7.06; 7.07
	(c)	7.06; 13.02
	(d)	7.06
314	(a)	4.03; 13.05
	(b)	N.A.
	(c)(1)	13.04
	(c)(2)	13.04
	(c)(3)	N.A.
	(d)	N.A.
	(e)	13.05
	(f)	N.A.
315	(a)	7.01
	(b)	7.05; 13.02
	(c)	7.01
	(d)	7.01
	(e)	6.14
316	(a)(last sentence)	2.09
	(a)(1)(A)	6.05
	(a)(1)(B)	6.04
	(a)(2)	N.A
	(b)	6.07
	(c)	2.12; 9.04
317	(a)(1)	6.08
	(a)(2)	6.12
	(b)	2.04
318	(a)	13.01
	(b)	N.A.
	(c)	13.01

N.A. means not applicable.

*	This Cross-Reference Table is not part of the Indenture.

TABLE OF CONTENTS


		Page
ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01	Definitions	1
Section 1.02	Other Definitions	36
Section 1.03	Incorporation by Reference of Trust Indenture Act	37
Section 1.04	Rules of Construction	37
Section 1.05	Acts of Holders	38

ARTICLE 2

THE NOTES

Section 2.01	Form and Dating; Terms	39
Section 2.02	Execution and Authentication	41
Section 2.03	Registrar and Paying Agent	41
Section 2.04	Paying Agent To Hold Money in Trust	42
Section 2.05	Holder Lists	42
Section 2.06	Transfer and Exchange	43
Section 2.07	Replacement Notes	54
Section 2.08	Outstanding Notes	54
Section 2.09	Treasury Notes	55
Section 2.10	Temporary Notes	55
Section 2.11	Cancellation	55
Section 2.12	Defaulted Interest	55
Section 2.13	CUSIP Numbers	56

ARTICLE 3

REDEMPTION

Section 3.01	Notices to Trustee	56
Section 3.02	Selection of Notes To Be Redeemed or Purchased	56
Section 3.03	Notice of Redemption	57
Section 3.04	Effect of Notice of Redemption	58
Section 3.05	Deposit of Redemption or Purchase Price	58
Section 3.06	Notes Redeemed or Purchased in Part	58
Section 3.07	Optional Redemption	59
Section 3.08	Mandatory Redemption	60
Section 3.09	Offers To Repurchase by Application of Excess Proceeds	60

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		Page
ARTICLE 4

COVENANTS

Section 4.01	Payment of Notes	62
Section 4.02	Maintenance of Office or Agency	63
Section 4.03	Reports and Other Information	63
Section 4.04	Compliance Certificate	64
Section 4.05	Taxes	65
Section 4.06	Stay, Extension and Usury Laws	65
Section 4.07	Limitation on Restricted Payments	65
Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	73
Section 4.09	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	74
Section 4.10	Asset Sales	80
Section 4.11	Transactions with Affiliates	82
Section 4.12	Liens	84
Section 4.13	Corporate Existence	85
Section 4.14	Offer to Repurchase Upon Change of Control	85
Section 4.15	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	86
Section 4.16	Limitation on Modification of Existing Senior Notes	87
Section 4.17	Limitation on Layering	87

ARTICLE 5

SUCCESSORS

Section 5.01	Merger, Consolidation or Sale of All or Substantially All Assets	88
Section 5.02	Successor Corporation Substituted	89

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01	Events of Default	90
Section 6.02	Acceleration	92
Section 6.03	Other Remedies	92
Section 6.04	Waiver of Past Defaults	92
Section 6.05	Control by Majority	92
Section 6.06	Limitation on Suits	92
Section 6.07	Rights of Holders of Notes To Receive Payment	93
Section 6.08	Collection Suit by Trustee	93
Section 6.09	Restoration of Rights and Remedies	93
Section 6.10	Rights and Remedies Cumulative	93
Section 6.11	Delay or Omission Not Waiver	94
Section 6.12	Trustee May File Proofs of Claim	94
Section 6.13	Priorities	94
Section 6.14	Undertaking for Costs	95

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		Page
ARTICLE 7

TRUSTEE

Section 7.01	Duties of Trustee	95
Section 7.02	Rights of Trustee	96
Section 7.03	Individual Rights of Trustee	97
Section 7.04	Trustee’s Disclaimer	97
Section 7.05	Notice of Defaults	97
Section 7.06	Reports by Trustee to Holders of the Notes	97
Section 7.07	Compensation and Indemnity	98
Section 7.08	Replacement of Trustee or Agent	98
Section 7.09	Successor Trustee by Merger, etc.	99
Section 7.10	Eligibility; Disqualification	99
Section 7.11	Preferential Collection of Claims Against Issuer	100

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01	Option To Effect Legal Defeasance or Covenant Defeasance	100
Section 8.02	Legal Defeasance and Discharge	100
Section 8.03	Covenant Defeasance	101
Section 8.04	Conditions to Legal or Covenant Defeasance	101
Section 8.05	Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions	102
Section 8.06	Repayment to Issuer	103
Section 8.07	Reinstatement	103

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01	Without Consent of Holders of Notes	103
Section 9.02	With Consent of Holders of Notes	104
Section 9.03	Compliance with Trust Indenture Act	106
Section 9.04	Revocation and Effect of Consents	106
Section 9.05	Notation on or Exchange of Notes	107
Section 9.06	Trustee To Sign Amendments, etc.	107
Section 9.07	Payment for Consent	107

ARTICLE 10

GUARANTEES

Section 10.01	Guarantee	107
Section 10.02	Limitation on Guarantor Liability	109
Section 10.03	Execution and Delivery	109
Section 10.04	Subrogation	110
Section 10.05	Benefits Acknowledged	110
Section 10.06	Release of Guarantees	110

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		Page
ARTICLE 11

SUBORDINATION OF GUARANTEES

Section 11.01	Agreement To Subordinate	110
Section 11.02	Liquidation, Dissolution, Bankruptcy	111
Section 11.03	Default on Designated Senior Indebtedness of a Guarantor	111
Section 11.04	Demand for Payment	113
Section 11.05	When Distribution Must Be Paid Over	113
Section 11.06	Subrogation	113
Section 11.07	Relative Rights	113
Section 11.08	Subordination May Not Be Impaired by a Guarantor	114
Section 11.09	Rights of Trustee and Paying Agent	114
Section 11.10	Distribution or Notice to Representative	114
Section 11.11	Article 11 Not To Prevent Events of Default or Limit Right To Demand Payment	114
Section 11.12	Trust Moneys Not Subordinated	114
Section 11.13	Trustee Entitled To Rely	115
Section 11.14	Trustee To Effectuate Subordination	115
Section 11.15	Trustee Not Fiduciary for Holders of Designated Senior Indebtedness of Guarantors	116
Section 11.16	Reliance by Holders of Designated Senior Indebtedness of a Guarantor on Subordination Provisions	116

ARTICLE 12

SATISFACTION AND DISCHARGE

Section 12.01	Satisfaction and Discharge	116
Section 12.02	Application of Trust Money	117

ARTICLE 13

MISCELLANEOUS

Section 13.01	Trust Indenture Act Controls	118
Section 13.02	Notices	118
Section 13.03	Communication by Holders of Notes with Other Holders of Notes	119
Section 13.04	Certificate and Opinion as to Conditions Precedent	120
Section 13.05	Statements Required in Certificate or Opinion	120
Section 13.06	Rules by Trustee and Agents	120
Section 13.07	No Personal Liability of Directors, Officers, Employees and Stockholders	120
Section 13.08	Governing Law	121
Section 13.09	Waiver of Jury Trial	121
Section 13.10	Force Majeure	121
Section 13.11	No Adverse Interpretation of Other Agreements	121
Section 13.12	Successors	121
Section 13.13	Severability	121

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		Page
Section 13.14	Counterpart Originals	121
Section 13.15	Table of Contents, Headings, etc.	121
Section 13.16	Qualification of Indenture	122


EXHIBITS

Exhibit A1		Form of Senior Cash Pay Note
Exhibit A2		Form of Senior Toggle Note
Exhibit B		Form of Certificate of Transfer
Exhibit C		Form of Certificate of Exchange
Exhibit D		Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

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INDENTURE, dated as of July 30, 2008, among BT Triple Crown Merger Co., Inc., a Delaware corporation (“ Merger Co ,” and prior to the consummation of the Merger, the Issuer), and following the consummation of the Merger, Clear Channel Communications, Inc., a Texas corporation (“ Clear Channel ,” and following the consummation of the Merger, the Issuer), Law Debenture Trust Company of New York, as Trustee, and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar and Transfer Agent.

W I T N E S S E T H

WHEREAS, the Issuer has duly authorized the creation of an issue of $980,000,000 aggregate principal amount of 10.75% Senior Cash Pay Notes due 2016 (the “ Senior Cash Pay Notes ”) and an issue of $1,330,000,000 aggregate principal amount of 11.00% / 11.75% Senior Toggle Notes due 2016 (the “ Senior Toggle Notes ” and, together with the Senior Cash Pay Notes, the “ Initial Notes ”);

WHEREAS, Merger Co and Clear Channel, each in its capacity as the Issuer, have duly authorized the execution and delivery of this Indenture; and

WHEREAS, following the consummation of the merger of Merger Co with and into Clear Channel on the Issue Date (the “ Merger ”), with Clear Channel as the surviving entity, Clear Channel shall assume all of the rights and obligations of Merger Co as the Issuer under this Indenture by operation of law.

NOW, THEREFORE, Merger Co and Clear Channel, each in its capacity as the Issuer, the Trustee and the Paying Agent and Registrar agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions .

“ 144A Global Note ” means a Global Note substantially in the form of Exhibit A1 or Exhibit A2 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“ ABL Facility ” means the asset-based revolving Credit Facility provided under the Credit Agreement to be entered into as of the Issue Date by and among the Issuer, the co-borrowers party thereto, the guarantors party thereto, the lenders party thereto in their capacities as lenders thereunder and Citibank, N.A., as Administrative Agent, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any one or more notes, indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that extend, replace, refund, refinance, renew or defease any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount that may be borrowed thereunder or alters the maturity of the loans thereunder or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or other agent, lender or group of lenders or investors.

“ Acquired Indebtedness ” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging, consolidating or amalgamating with or into or becoming a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“ Additional Notes ” means additional Notes (other than the Initial Notes and other than Exchange Notes issued in exchange for such Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.01 and 4.09 hereof.

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“ Agent ” means any Registrar, Transfer Agent or Paying Agent.

“ Applicable Premium ” means, with respect to any Note on any Redemption Date, the greater of:

(1) 1.0% of the principal amount of such Note on such Redemption Date; and

(2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at August 1, 2012 (such redemption price being set forth in Section 3.07(d) hereof and in Section 5(d) of such Note), plus (ii) all required remaining interest payments (calculated based on the cash interest rate) due on such Note through August 1, 2012 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such Note on such Redemption Date.

“ Applicable Procedures ” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange.

“ Asset Sale ” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Issuer or any of its Restricted Subsidiaries (each referred to in this definition as a “ disposition ”); or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions;

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in each case, other than:

(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out property or assets in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale or no longer used in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to the provisions described under Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture;

(c) the making of any Restricted Payment that is permitted to be made, and is made, under Section 4.07 hereof or the making of any Permitted Investment;

(d) any disposition of property or assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of related transactions with an aggregate fair market value of less than $50,000,000;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to another Restricted Subsidiary;

(f) to the extent allowable under Section 1031 of the Code, any exchange of like property or assets (excluding any boot thereon) for use in a Similar Business;

(g) the sale, lease, assignment, sub-lease, license or sub-license of any real or personal property in the ordinary course of business;

(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i) foreclosures, condemnation, expropriation or any similar action with respect to assets or the granting of Liens not prohibited by this Indenture;

(j) sales of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Receivables Facility or any Qualified Securitization Financing;

(k) any financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture;

(l) sales of accounts receivable in connection with the collection or compromise thereof;

(m) the abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of the Issuer are not material to the conduct of the business of the Issuer and its Restricted Subsidiaries taken as a whole;

(n) voluntary terminations of Hedging Obligations;

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(o) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business, other than the licensing of intellectual property on a long-term basis;

(p) any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims in the ordinary course of business;

(q) the unwinding of any Hedging Obligations; or

(r) the issuance of directors’ qualifying shares and shares issued to foreign nationals as required by applicable law.

“ Bankruptcy Law ” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“ Business Day ” means each day which is not a Legal Holiday.

“ Capital Stock ” means:

(1) in the case of a corporation, corporate stock or shares in the capital of such corporation;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“ Capitalized Lease Obligation ” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP.

“ Capitalized Software Expenditures ” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person and its Restricted Subsidiaries.

“ Cash Equivalents ” means:

(1) United States dollars;

(2) (a) Canadian dollars, pounds sterling, euro, or any national currency of any participating member state of the EMU; or

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(b) in the case of the Issuer or a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500,000,000 in the case of U.S. banks and $100,000,000 (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;

(7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(8) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(9) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition;

(10) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s; and

(11) investment funds investing at least 95.0% of their assets in securities of the types described in clauses (1) through (10) above.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“ CCO ” means Clear Channel Outdoor Holdings, Inc., a Delaware corporation.

“ CCU Mirror Note ” means the Revolving Promissory Note dated as of November 10, 2005 between the Issuer, as maker, and CCO, as payee.

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“ Change of Control ” means the occurrence of any of the following after the Issue Date (and excluding, for the avoidance of doubt, the Transactions):

(1) the sale, lease or transfer, in one or a series of related transactions (other than by merger, consolidation or amalgamation), of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

(2) the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by (A) any Person (other than any Permitted Holder) or (B) Persons (other than any Permitted Holder) that are together a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any such group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of “beneficial ownership” (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of more than 50% of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies.

“ Clear Channel ” means Clear Channel Communications, Inc., a Texas corporation.

“ Clearstream ” means Clearstream Banking, Société Anonyme.

“ Code ” means the Internal Revenue Code of 1986, as amended, or any successor thereto.

“ Consolidated Depreciation and Amortization Expense ” means, with respect to any Person, for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“ Consolidated Indebtedness ” means, as of any date of determination, the sum, without duplication, of (1) the total amount of Indebtedness of the Issuer and its Restricted Subsidiaries set forth on the Issuer’s consolidated balance sheet (excluding any letters of credit except to the extent of unreimbursed amounts drawn thereunder), plus (2) the greater of the aggregate liquidation value and maximum fixed repurchase price without regard to any change of control or redemption premiums of all Disqualified Stock of the Issuer and the Restricted Guarantors and all Preferred Stock of its Restricted Subsidiaries that are not Guarantors, in each case, determined on a consolidated basis in accordance with GAAP.

“ Consolidated Interest Expense ” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any made (less net

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payments, if any, received), pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (t) any expense resulting from the discounting of any Indebtedness in connection with the application of recapitalization accounting or purchase accounting, as the case may be, in connection with the Transactions or any acquisition, (u) penalties and interest relating to taxes, (v) any Special Interest, any “special interest” with respect to other securities and any liquidated damages for failure to timely comply with registration rights obligations, (w) amortization of deferred financing fees, debt issuance costs, discounted liabilities, commissions, fees and expenses, (x) any expensing of bridge, commitment and other financing fees, (y) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility or Qualified Securitization Financing and (z) any accretion of accrued interest on discounted liabilities); plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income of such Person and its Restricted Subsidiaries for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“ Consolidated Leverage Ratio ” means, as of the date of determination, the ratio of (a) the Consolidated Indebtedness of the Issuer and its Restricted Subsidiaries on such date, to (b) EBITDA of the Issuer and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which internal financial statements are available.

In the event that the Issuer or any Restricted Subsidiary (i) incurs, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes) or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Consolidated Leverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Consolidated Leverage Ratio is made (the “ Consolidated Leverage Ratio Calculation Date ”), then the Consolidated Leverage Ratio shall be calculated giving pro forma effect to such incurrence, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (other than the Specified Assets (as defined in the Senior Credit Facilities as in effect on the Issue Date)) (as determined in accordance with GAAP), in each case with respect to an operating unit of a business made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Leverage Ratio Calculation Date, and other operational changes that the Issuer or any of its Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Leverage Ratio Calculation Date shall be calculated on a pro forma basis as set forth below assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation (other than the Specified

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Assets (as defined in the Senior Credit Facilities as in effect on the Issue Date)) or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Consolidated Leverage Ratio shall be calculated giving pro forma effect thereto in the manner set forth below for such period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, amalgamation, merger or consolidation (including the Transactions) and the amount of income or earnings relating thereto, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer (and may include, for the avoidance of doubt, cost savings and operating expense reductions resulting from such Investment, acquisition, amalgamation, merger or consolidation (including the Transactions) which is being given pro forma effect that have been or are expected to be realized); provided , that actions to realize such cost savings and operating expense reductions are taken within 12 months after the date of such Investment, acquisition, amalgamation, merger or consolidation.

For the purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period.

“ Consolidated Net Income ” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided , however , that, without duplication,

(1) any net after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses related thereto) or expenses and Transaction Expenses incurred within 180 days of the Issue Date shall be excluded;

(2) the cumulative effect of a change in accounting principles during such period shall be excluded;

(3) any net after-tax effect of income (loss) from disposed or discontinued operations (other than the Specified Assets (as defined in the Senior Credit Facilities as in effect on the Issue Date) to the extent included in discontinued operations prior to consummation of the disposition thereof) and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded;

(4) any net after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Issuer, shall be excluded;

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent converted into cash or Cash Equivalents) to such Person or a Subsidiary thereof that is the Issuer or a Restricted Subsidiary in respect of such period;

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(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of Section 4.07(a) hereof, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Issuer will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

(7) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such Subsidiaries) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to the Transactions or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(8) any net after-tax effect of income (loss) from the early extinguishment or conversion of (a) Indebtedness, (b) Hedging Obligations or (c) other derivative instruments shall be excluded;

(9) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded;

(10) any non-cash compensation charge or expense, including any such charge or expense arising from the grant of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs, and any cash charges associated with the rollover, acceleration, or payout of Equity Interests by management of the Issuer or any of its direct or indirect parent companies in connection with the Transactions, shall be excluded;

(11) accruals and reserves that are established or adjusted within twelve months after the Issue Date that are so required to be established as a result of the Transactions in accordance with GAAP, or changes as a result of adoption or modification of accounting policies, shall be excluded; and

(12) to the extent covered by insurance and actually reimbursed, or, so long as the Issuer has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (a) not denied by the applicable carrier in writing within 180 days and (b) in fact reimbursed within 365 days of the date of such evidence with a deduction for any amount so added back to the extent not so reimbursed within 365 days, expenses with respect to liability or casualty events or business interruption shall be excluded.

Notwithstanding the foregoing, for the purpose of Section 4.07 only (other than clause (3)(d) of Section 4.07(a) hereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and its Restricted

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Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuer and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuer or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of Section 4.07(a) hereof.

“ Consolidated Secured Debt Ratio ” means, as of the date of determination, the ratio of (a) the Consolidated Indebtedness of the Issuer and its Restricted Subsidiaries on such date that is secured by Liens to (b) EBITDA of the Issuer and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which internal financial statements are available.

In the event that the Issuer or any Restricted Subsidiary (i) incurs, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes) or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Consolidated Secured Debt Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Consolidated Secured Debt Ratio is made (the “ Consolidated Secured Debt Ratio Calculation Date ”), then the Consolidated Secured Debt Ratio shall be calculated giving pro forma effect to such incurrence, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (other than the Specified Assets (as defined in the Senior Credit Facilities as in effect on the Issue Date)) (as determined in accordance with GAAP), in each case with respect to an operating unit of a business made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Secured Debt Ratio Calculation Date, and other operational changes that the Issuer or any of its Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Secured Debt Ratio Calculation Date shall be calculated on a pro forma basis as set forth below assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation (other than the Specified Assets (as defined in the Senior Credit Facilities as in effect on the Issue Date)) or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Consolidated Secured Debt Ratio shall be calculated giving pro forma effect thereto in the manner set forth below for such period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period.

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or are expected to be realized); provided , that actions to realize such cost savings and operating expense reductions are taken within 12 months after the date of such Investment, acquisition, amalgamation, merger or consolidation.

“ Contingent Obligations ” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“ primary obligations ”) of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“ Corporate Trust Office of the Trustee ” shall be at the address of the Trustee specified in Section 13.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuer.

“ Credit Facilities ” means, with respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any notes, indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof ( provided that such increase in borrowings is permitted under Section 4.09 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“ Custodian ” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“ Default ” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“ Definitive Note ” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A1 or Exhibit A2 hereto, as the case may be, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

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“ Depositary ” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“ Designated Non-cash Consideration ” means the fair market value of non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Issuer, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“ Designated Preferred Stock ” means Preferred Stock of the Issuer, a Restricted Subsidiary or any direct or indirect parent corporation of the Issuer (in each case other than Disqualified Stock) that is issued for cash (other than to the Issuer or a Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuer, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.

“ Designated Senior Indebtedness ” means:

(1) all Indebtedness of any Guarantor under its guarantee of (i) the Senior Credit Facilities permitted to be incurred pursuant to clause (1) of Section 4.09(b) hereof plus (ii) the amount of Indebtedness permitted to be incurred pursuant to clause (12)(b) of Section 4.09(b) hereof plus (iii) the amount of additional Indebtedness permitted to be incurred by such Guarantor under Section 4.09 hereof that is also permitted to be and is secured by a Lien pursuant to (A) the Consolidated Secured Debt Ratio test set forth in Section 4.12(b) hereof or (B) clause (20) of the definition of Permitted Liens (in each case plus interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

(2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into); and

(3) all Obligations with respect to the items listed in the preceding clauses (1) and (2); provided , however , that Designated Senior Indebtedness shall not include:

(a) any obligation of such Person to the Issuer or any of its Subsidiaries;

(b) any liability for federal, state, local or other taxes owed or owing by such Person;

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(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business; provided that obligations incurred pursuant to the Credit Facilities shall not be excluded pursuant to this clause (c);

(d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

(e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture.

“ Disqualified Stock ” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided , however , that if such Capital Stock is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased in order to satisfy applicable statutory or regulatory obligations; provided further that any Capital Stock held by any future, current or former employee, director, officer, manager or consultant (or their respective Immediate Family Members), of the Issuer, any of its Subsidiaries, any of its direct or indirect parent companies or any other entity in which the Issuer or a Restricted Subsidiary has an Investment, in each case pursuant to any stock subscription or shareholders’ agreement, management equity plan or stock option plan or any other management or employee benefit plan or agreement or any distributor equity plan or agreement shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries.

“ EBITDA ” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period

(1) increased (without duplication) by:

(a) provision for taxes based on income or profits or capital, including, without limitation, federal, state, franchise and similar taxes, foreign withholding taxes and foreign unreimbursed value added taxes of such Person and such Subsidiaries paid or accrued during such period, including penalties and interest related to such taxes or arising from any tax examinations, to the extent the same were deducted (and not added back) in computing Consolidated Net Income; provided that the aggregate amount of unreimbursed value added taxes to be added back for any four consecutive quarter period shall not exceed $2,000,000; plus

(b) Fixed Charges of such Person and such Subsidiaries for such period (including (x) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, (y) fees payable in respect of letters of credit and (z) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

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(c) Consolidated Depreciation and Amortization Expense of such Person and such Subsidiaries for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d) any fees, expenses or charges related to any Equity Offering, Investment, acquisition, Asset Sale, disposition, recapitalization, the incurrence, repayment or refinancing of Indebtedness permitted to be incurred by this Indenture (including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed, and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful (including, for the avoidance of doubt, the effects of expensing all transaction related expenses in accordance with FAS 141(R) and gains or losses associated with FIN 45)), or the offering, amendment or modification of any debt instrument, including (i) the offering, any amendment or other modification of the Notes, Exchange Notes or the Senior Credit Facilities and any amendment or modification of the Existing Senior Notes and (ii) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

(e) (x) Transaction Expenses to the extent deducted (and not added back) in computing Consolidated Net Income, (y) the amount of any severance, relocation costs, curtailments or modifications to pension and post-retirement employee benefit plans and (z) any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any restructuring costs incurred in connection with acquisitions after the Issue Date, costs related to the closure and/or consolidation of facilities, retention charges, systems establishment costs, conversion costs and excess pension charges and consulting fees incurred in connection with any of the foregoing; provided , that the aggregate amount added back pursuant to subclause (z) of this clause (e) shall not exceed 10.0% of the LTM Cost Base in any four consecutive four quarter period; plus

(f) any other non-cash charges, including any (i) write-offs or write-downs, (ii) equity-based awards compensation expense, (iii) losses on sales, disposals or abandonment of, or any impairment charges or asset write-off related to, intangible assets, long-lived assets and investments in debt and equity securities, (iv) all losses from investments recorded using the equity method and (v) other non-cash charges, non-cash expenses or non-cash losses reducing Consolidated Net Income for such period ( provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA in such future period to the extent paid, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly-Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(h) the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility deducted (and not added back) in computing Consolidated Net Income; plus

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(i) the amount of cost savings projected by the Issuer in good faith to be realized as a result of specified actions taken during such period or expected to be taken (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions, provided that (A) such amounts are reasonably identifiable and factually supportable, (B) such actions are taken, committed to be taken or expected to be taken within 18 months after the Issue Date, (C) no cost savings shall be added pursuant to this clause (i) to the extent duplicative of any expenses or charges that are otherwise added back in computing EBITDA with respect to such period and (D) the aggregate amount of cost savings added pursuant to this clause (i) shall not exceed $100,000,000 for any period consisting of four consecutive quarters; plus

(j) to the extent no Default or Event of Default has occurred and is continuing, the amount of management, monitoring, consulting, transaction and advisory fees and related expenses paid or accrued in such period to the Investors to the extent otherwise permitted under Section 4.11 hereof deducted (and not added back) in computing Consolidated Net Income; plus

(k) any costs or expense deducted (and not added back) in computing Consolidated Net Income by such Person or any such Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Issuer or a Restricted Guarantor or net cash proceeds of an issuance of Equity Interest of the Issuer or a Restricted Guarantor (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof;

(2) decreased by (without duplication) (a) any non-cash gains increasing Consolidated Net Income of such Person and such Subsidiaries for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and (b) the minority interest income consisting of subsidiary losses attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary to the extent such minority interest income is included in Consolidated Net Income; and

(3) increased or decreased by (without duplication):

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133 and International Accounting Standards No. 39 and their respective related pronouncements and interpretations; plus or minus, as applicable, and

(b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

“ EMU ” means economic and monetary union as contemplated in the Treaty on European Union.

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“ Equity Interests ” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“ Equity Offering ” means any public or private sale of common stock or Preferred Stock of the Issuer or of a direct or indirect parent of the Issuer (excluding Disqualified Stock), other than:

(1) public offerings with respect to any such Person’s common stock registered on Form S-8;

(2) issuances to the Issuer or any Subsidiary of the Issuer; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“ euro ” means the single currency of participating member states of the EMU.

“ Euroclear ” means Euroclear S.A./N.V., as operator of the Euroclear system.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“ Exchange Notes ” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

“ Exchange Offer ” has the meaning set forth in the Registration Rights Agreement.

“ Exchange Offer Registration Statement ” has the meaning set forth in the Registration Rights Agreement.

“ Exchanging Dealer ” has the meaning set forth in the Registration Rights Agreement.

“ Excluded Contribution ” means net cash proceeds, marketable securities or Qualified Proceeds received by or contributed to the Issuer from

(1) contributions to its common equity capital, and

(2) the sale (other than to a Subsidiary of the Issuer or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer,

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clauses (3)(b) and (3)(c) of Section 4.07(a) hereof.

“ Existing Senior Notes ” means the Issuer’s 4.625% Senior Notes Due 2008, 6.625% Senior Notes Due 2008, 4.25% Senior Notes Due 2009, 4.5% Senior Notes Due 2010, 6.25% Senior Notes Due 2011, 4.4% Senior Notes Due 2011, 5.0% Senior Notes Due 2012, 5.75% Senior Notes Due 2013, 5.5% Senior Notes Due 2014, 4.9% Senior Notes Due 2015, 5.5% Senior Notes Due 2016, 6.875% Senior Debentures Due 2018 and 7.25% Debentures Due 2027.

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“ Existing Senior Notes Indenture ” means the Senior Indenture dated as of October 1, 1997 between the Issuer and The Bank of New York, as trustee, as the same may have been amended or supplemented as of the Issue Date.

“ Fixed Charges ” means, with respect to any Person for any period, the sum, without duplication, of:

(1) Consolidated Interest Expense of such Person and Restricted Subsidiaries for such period; plus

(2) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items eliminated in consolidation) on any series of Preferred Stock of the Issuer or a Restricted Subsidiary during such period; plus

(3) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items eliminated in consolidation) on any series of Disqualified Stock of the Issuer or a Restricted Subsidiary during such period.

“ Foreign Subsidiary ” means any Subsidiary that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, and any Restricted Subsidiary of such Foreign Subsidiary.

“ GAAP ” means generally accepted accounting principles in the United States of America which are in effect on the Issue Date.

“ General Credit Facilities ” means the term and revolving credit facilities under the Credit Agreement to be entered into as of the Issue Date by and among the Issuer, the subsidiary guarantors party thereto, the lenders party thereto in their capacities as lenders thereunder and Citibank, N.A., as Administrative Agent, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any one or more notes, indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that extend, replace, refund, refinance, renew or defease any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount that may be borrowed thereunder or alters the maturity of the loans thereunder or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or other agent, lender or group of lenders or investors.

“ Global Note Legend ” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“ Global Notes ” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A1 or Exhibit A2 hereto, issued in accordance with Section 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof.

“ Government Securities ” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

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(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“ guarantee ” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“ Guarantee ” means the guarantee by any Guarantor of the Issuer’s Obligations under this Indenture and the Notes.

“ Guaranteed Leverage Ratio ” means, as of the date of determination, the ratio of (a) Designated Senior Indebtedness of the Guarantors, to (b) EBITDA of the Issuer and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which internal financial statements are available.

In the event that any Guarantor (i) incurs, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes) or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Guaranteed Leverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Guaranteed Leverage Ratio is made (the “ Guaranteed Leverage Ratio Calculation Date ”), then the Guaranteed Leverage Ratio shall be calculated giving pro forma effect to such incurrence, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (other than the Specified Assets (as defined in the Senior Credit Facilities as in effect on the Issue Date)) (as determined in accordance with GAAP), in each case with respect to an operating unit of a business made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Guaranteed Leverage Ratio Calculation Date, and other operational changes that the Issuer or any of its Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Guaranteed Leverage Ratio Calculation Date shall be calculated on a pro forma basis as set forth below assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation (other than the Specified

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Assets (as defined in the Senior Credit Facilities as in effect on the Issue Date)) or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Guaranteed Leverage Ratio shall be calculated giving pro forma effect thereto in the manner set forth below for such period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, amalgamation, merger or consolidation (including the Transactions) and the amount of income or earnings relating thereto, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer (and may include, for the avoidance of doubt, cost savings and operating expense reductions resulting from such Investment, acquisition, amalgamation, merger or consolidation (including the Transactions) which is being given pro forma effect that have been or are expected to be realized; provided , that actions to realize such cost savings and operating expense reductions are taken within 12 months after the date of such Investment, acquisition, amalgamation, merger or consolidation.

“ Guarantor ” means each Person that Guarantees the Notes in accordance with the terms of this Indenture.

“ Hedging Obligations ” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.

“ Holder ” means the Person in whose name a Note is registered on the registrar’s books.

“ Holdings ” means Clear Channel Capital I, LLC.

“ Immediate Family Member ” means with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.

“ Indebtedness ” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes

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an obligation in respect of a commercial letter of credit, a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, (ii) liabilities accrued in the ordinary course of business and (iii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP; or

(d) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit (other than commercial letters of credit) and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

provided , however , that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business and (b) obligations under or in respect of Receivables Facilities or any Qualified Securitization Financing.

“ Indenture ” means this Indenture, as amended or supplemented from time to time.

“ Independent Financial Advisor ” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged.

“ Indirect Participant ” means a Person who holds a beneficial interest in a Global Note through a Participant.

“ Initial Notes ” has the meaning set forth in the recitals hereto.

“ Initial Purchasers ” means 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.

“ Interest Payment Date ” means February 1 and August 1 of each year to stated maturity.

“ Investment Grade Rating ” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“ Investment Grade Securities ” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

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(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuer and the Subsidiaries of the Issuer;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“ Investments ” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers and commission, travel and similar advances to directors, officers, employees and consultants, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.07 hereof:

(1) “Investments” shall include the portion (proportionate to the Issuer’s direct or indirect equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided , however , that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer or applicable Restricted Subsidiary shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) the Issuer’s direct or indirect “Investment” in such Subsidiary at the time of such redesignation; less

(b) the portion (proportionate to the Issuer’s direct or indirect equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Issuer.

“ Investors ” means Thomas H. Lee Partners L.P. and Bain Capital LLC, each of their respective Affiliates and any investment funds advised or managed by any of the foregoing, but not including, however, any portfolio companies of any of the foregoing.

“ Issue Date ” means July 30, 2008.

“ Issuer ” means, prior to the consummation of the Merger, Merger Co, and following the consummation of the Merger, Clear Channel.

“ Issuer Order ” means a written request or order signed on behalf of the Issuer by an Officer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, and delivered to the Trustee.

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“ Legal Holiday ” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.

“ Letter of Transmittal ” means the letter of transmittal to be prepared by the Issuer and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“ Lien ” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“ LTM Cost Base ” means, for any consecutive four quarter period, the sum of (a) direct operating expenses, (b) selling, general and administrative expenses and (c) corporate expenses, in each case excluding depreciation and amortization, of the Issuer and its Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP.

“ Merger ” has the meaning set forth in the recitals hereto.

“ Merger Co ” means BT Triple Crown Merger Co., Inc., a Delaware corporation.

“ Moody’s ” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“ Net Income ” means, with respect to any Person, the net income (loss) of such Person and its Subsidiaries that are Restricted Subsidiaries, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“ Net Proceeds ” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, payments made in order to obtain a necessary consent or required by applicable law, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, other fees and expenses, including title and recordation expenses, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on unsubordinated Indebtedness required (other than required by clause (1) of Section 4.10(b) hereof) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction, and in the case of any Asset Sale by a Restricted Subsidiary that is not a Wholly-Owned Subsidiary, a portion of the aggregate cash proceeds equal to the portion of the outstanding Equity Interests of such non-Wholly-Owned Subsidiary owned by Persons other than the Issuer and any other Restricted Subsidiary (to the extent such proceeds are committed to be distributed to such Persons).

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“ Non-U.S. Person ” means a Person who is not a U.S. Person.

“ Notes ” means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a supplemental indenture.

“ Obligations ” means any principal (including any accretion), interest (including any interest accruing on or subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), premium, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal (including any accretion), interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“ Offering Memorandum ” means the offering memorandum, dated July 30, 2008, relating to the sale of the Initial Notes.

“ Officer ” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer.

“ Officer’s Certificate ” means a certificate signed on behalf of the Issuer by an Officer of the Issuer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, that meets the requirements set forth in this Indenture.

“ Opinion of Counsel ” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee.

“ Participant ” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“ Permitted Asset Swap ” means the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person.

“ Permitted Holder ” means any of the Investors and members of management of the Issuer (or its direct parent or CC Media Holdings, Inc.) who are holders of Equity Interests of the Issuer (or any of its direct or indirect parent companies) on the Issue Date and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that (x) in the case of such group and without giving effect to the existence of such group or any other group, such Investors and members of management, collectively, have beneficial ownership of more than 50.0% of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies and (y) for purposes of this definition, the amount of Equity Interests held by members of management who qualify as “Permitted Holders” shall never exceed the amount of Equity Interests held by such members of management on the Issue Date. Any person or group whose acquisition of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of Section 4.14 hereof (or would result in a Change of Control Offer in the absence of the waiver of such requirement by Holders in accordance with Section 4.14 hereof) will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

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“ Permitted Investments ” means:

(1) any Investment in the Issuer or any of its Restricted Subsidiaries;

(2) any Investment in cash and Cash Equivalents or Investment Grade Securities;

(3) any Investment by the Issuer or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is amalgamated, merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4) any Investment in securities or other assets not constituting Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to Section 4.10(a) hereof or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Issue Date or made pursuant to a binding commitment in effect on the Issue Date or an Investment consisting of any extension, modification or renewal of any such Investment or binding commitment existing on the Issue Date; provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment or binding commitment as in existence on the Issue Date (including as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities) or (y) as otherwise permitted under this Indenture;

(6) any Investment acquired by the Issuer or any of its Restricted Subsidiaries:

(a) in exchange for any other Investment, accounts receivable or notes receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy workout, reorganization or recapitalization of the issuer of such other Investment, accounts receivable or notes receivable; or

(b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7) Hedging Obligations permitted under clause (10) of Section 4.09(b) hereof;

(8) any Investment the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Issuer or any of its direct or indirect parent companies; provided , however , that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of Section 4.07(a) hereof;

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(9) Indebtedness (including any guarantee thereof) permitted under Section 4.09 hereof;

(10) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 4.11(b) hereof (except transactions described in clauses (2), (5) and (9) of Section 4.11(b) hereof);

(11) any Investment consisting of a purchase or other acquisition of inventory, supplies, material or equipment;

(12) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (12) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of $600,000,000 and 2.00% of Total Assets (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(13) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Issuer, are necessary or advisable to effect any Receivables Facility;

(14) advances to, or guarantees of Indebtedness of, employees, directors, officers and consultants not in excess of $20,000,000 outstanding at any one time, in the aggregate;

(15) loans and advances to officers, directors and employees consistent with industry practice or past practice, as well as for moving expenses and other similar expenses incurred in the ordinary course of business or consistent with past practice or to fund such Person’s purchase of Equity Interests of the Issuer or any direct or indirect parent company thereof;

(16) Investments in the ordinary course of business consisting of endorsements for collection or deposit;

(17) Investments by the Issuer or any of its Restricted Subsidiaries in any other Person pursuant to a “local marketing agreement” or similar arrangement relating to a station owned or licensed by such Person;

(18) any performance guarantee and Contingent Obligations in the ordinary course of business and the creation of liens on the assets of the Issuer or any Restricted Subsidiary in compliance with Section 4.12 hereof;

(19) any purchase or repurchase of the Notes; and

(20) any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (20) that are at that time outstanding, not to exceed $200,000,000 (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value).

“ Permitted Liens ” means, with respect to any Person:

(1) pledges, deposits or security by such Person under workmen’s compensation laws, unemployment insurance, employers’ health tax and other social security laws or similar legislation (including in respect of deductibles, self insured retention amounts and premiums and

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adjustments thereto) or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s, materialmen’s, repairmen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate actions or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or subject to penalties for nonpayment or which are being contested in good faith by appropriate actions diligently pursued, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP, or for property taxes on property that the Issuer or any Subsidiary thereof has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property;

(4) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers’ acceptances issued, and completion guarantees provided for, in each case, issued pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice prior to the Issue Date;

(5) minor survey exceptions, minor encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone and cable television lines, gas and oil pipelines and other similar purposes, or zoning, building codes or other restrictions (including minor defects and irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially impair their use in the operation of the business of such Person;

(6) Liens securing obligations under Indebtedness permitted to be incurred pursuant to clause (5), (12)(b) or (18) of Section 4.09(b) hereof; provided that Liens securing obligations under Indebtedness permitted to be incurred pursuant to clause (18) of Section 4.09(b) hereof extend only to the assets or Equity Interests of Foreign Subsidiaries;

(7) Liens existing on the Issue Date;

(8) Liens existing on property or shares of stock or other assets of a Person at the time such Person becomes a Subsidiary; provided , however , that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided , further , however , that such Liens may not extend to any other property or other assets owned by the Issuer or any of its Restricted Subsidiaries;

(9) Liens existing on property or other assets at the time the Issuer or a Restricted Subsidiary acquired the property or such other assets, including any acquisition by means of an

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amalgamation, merger or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided , however , that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, amalgamation, merger or consolidation; provided further that the Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries;

(10) Liens securing obligations under Indebtedness or other obligations of the Issuer or a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereof;

(11) Liens securing Hedging Obligations permitted to be incurred under this Indenture;

(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries and do not secure any Indebtedness;

(14) Liens arising from Uniform Commercial Code (or equivalent statutes) financing statement filings regarding operating leases, consignments or accounts entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of the Issuer or any Guarantor;

(16) Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business;

(17) Liens on (x) accounts receivable and related assets incurred in connection with a Receivables Facility, and (y) any Securitization Assets and related assets incurred in connection with a Qualified Securitization Financing;

(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), and (9); provided that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the obligations under Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8), and (9) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(19) deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers;

(20) other Liens securing Indebtedness or other obligations which do not exceed $50,000,000 in the aggregate at any one time outstanding;

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(21) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) of Section 6.01(a) hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under this Indenture; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(26) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (c) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(27) Liens securing the Existing Senior Notes to the extent permitted by the Senior Credit Facilities as in effect on the Issue Date;

(28) Liens securing obligations owed by the Issuer or any Restricted Subsidiary to any lender under any Senior Credit Facility or any Affiliate of such a lender in respect of any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds;

(29) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Issuer or any Restricted Subsidiary thereof or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(30) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;

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(31) Liens solely on any cash earnest money deposits made by the Issuer or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted; and

(32) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on and the costs in respect of such Indebtedness.

“ Person ” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“ Preferred Stock ” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“ Private Placement Legend ” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

“ Proof of Claim ” shall mean a proof of claim or debt filed in accordance with and pursuant to any applicable provisions of the Bankruptcy Law, the Federal Rules of Bankruptcy Procedure and/or a final order of the U.S. bankruptcy court.

“ Proper Proof of Claim ” shall mean, at any time, a Proof of Claim in an amount not less than the sum of the aggregate outstanding principal amount of the Notes at such time plus accrued but unpaid interest on the Notes at such time.

“ QIB ” means a “qualified institutional buyer” as defined in Rule 144A.

“ Qualified Proceeds ” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Issuer in good faith.

“ Qualified Securitization Financing ” means any transaction or series of transactions that may be entered into by Holdings, the Issuer or any of its Restricted Subsidiaries pursuant to which such Person may sell, convey or otherwise transfer to (A) one or more Securitization Subsidiaries or (B) any other Person (in the case of a transfer by a Securitization Subsidiary), or may grant a security interest in, any Securitization Assets of CCO or any of its Subsidiaries (other than any assets that have been transferred or contributed to CCO or its Subsidiaries by the Issuer or any other Restricted Subsidiary of the Issuer) that are customarily granted in connection with asset securitization transactions similar to the Qualified Securitization Financing entered into of a Securitization Subsidiary that meets the following conditions: (a) the board of directors of the Issuer shall have determined in good faith that such Qualified Securitization Financing (including the terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and the Securitization Subsidiary, (b) all sales, transfers and/or contributions of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value, (c) the financing terms, covenants, termination events and other provisions thereof, including any Standard Securitization Undertakings, shall be market terms (as determined in good faith by the Issuer), (d) after giving pro forma effect to such Qualified Securitization Financing,

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(x) the Consolidated Leverage Ratio of the Issuer would be (A) less than 8.0 to 1.0 and (B) lower than the Consolidated Leverage Ratio of the Issuer immediately prior to giving pro forma effect to such Qualified Securitization Financing and (y) the Guaranteed Leverage Ratio of the Issuer would be (A) less than 6.5 to 1.0 and (B) lower than the Guaranteed Leverage Ratio of the Issuer immediately prior to giving pro forma effect to such Qualified Securitization Financing, (e) the proceeds from such sale will be used by the Issuer to permanently reduce Obligations under the Senior Credit Facilities and to correspondingly reduce commitments with respect thereto and (f) the Trustee shall have received an Officer’s Certificate of the Issuer certifying that all of the requirements of clauses (a) through (e) have been satisfied.

“ Rating Agencies ” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P or both, as the case may be.

“ Receivables Facility ” means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuer or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Issuer or any of its Restricted Subsidiaries sells their accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“ Receivables Fees ” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“ Receivables Subsidiary ” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

“ Record Date ” for the interest or Special Interest, if any, payable on any applicable Interest Payment Date means the January 15 or July 15 (whether or not a Business Day) next preceding such Interest Payment Date.

“ Registration Rights Agreement ” means the Registration Rights Agreement with respect to the Notes dated the Issue Date, among the Issuer, the Guarantors and the Initial Purchasers and any similar registration rights agreements with respect to any Additional Notes.

“ Regulation S ” means Regulation S promulgated under the Securities Act.

“ Regulation S Global Note ” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

“ Regulation S Permanent Global Note ” means a permanent Global Note in the form of Exhibit A1 or Exhibit A2 bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

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“ Regulation S Temporary Global Note ” means a temporary Global Note in the form of Exhibit A1 or Exhibit A2 bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903.

“ Regulation S Temporary Global Note Legend ” means the legend set forth in Section 2.06(g)(iii) hereof.

“ Related Business Assets ” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“ Representative ” means any trustee, agent or representative (if any) for an issue of Designated Senior Indebtedness of a Guarantor.

“ Responsible Officer ” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“ Restricted Definitive Note ” means a Definitive Note bearing the Private Placement Legend.

“ Restricted Global Note ” means a Global Note bearing the Private Placement Legend.

“ Restricted Guarantor ” means a Guarantor that is a Restricted Subsidiary.

“ Restricted Investment ” means an Investment other than a Permitted Investment.

“ Restricted Period ” means the 40-day distribution compliance period as defined in Regulation S.

“ Restricted Subsidiary ” means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided , however , that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“ Rule 144 ” means Rule 144 promulgated under the Securities Act.

“ Rule 144A ” means Rule 144A promulgated under the Securities Act.

“ Rule 903 ” means Rule 903 promulgated under the Securities Act.

“ Rule 904 ” means Rule 904 promulgated under the Securities Act.

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“ S&P ” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“ Sale and Lease-Back Transaction ” means any arrangement providing for the leasing by the Issuer or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Secured Indebtedness ” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries secured by a Lien.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“ Securitization Assets ” means any properties, assets and revenue streams associated with the Americas Outdoor Advertising segment of the Issuer and its Subsidiaries, and any other assets related thereto, subject to a Qualified Securitization Financing and the proceeds thereof.

“ Securitization Fees ” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Subsidiary in connection with, any Qualified Securitization Financing.

“ Securitization Subsidiary ” means a Restricted Subsidiary or direct Wholly-Owned Subsidiary of Holdings (other than the Issuer) to which the Issuer or any of its Restricted Subsidiaries sells, conveys or otherwise transfers Securitization Assets and related assets that engages in no activities other than in connection with the ownership and financing of Securitization Assets, all proceeds thereof and all rights (contingent and other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the board of directors of the Issuer or such other Person as provided below as a Securitization Subsidiary and (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by Holdings, the Issuer or any other Subsidiary of Holdings, other than another Securitization Subsidiary (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates Holdings, the Issuer or any other Subsidiary of the Issuer, other than another Securitization Subsidiary, in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of Holdings, the Issuer or any other Subsidiary of the Issuer, other than another Securitization Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which none of Holdings, the Issuer or any other Subsidiary of the Issuer, other than another Securitization Subsidiary, has any material contract, agreement, arrangement or understanding other than on terms which the Issuer reasonably believes to be no less favorable to Holdings, the Issuer or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Issuer and (c) to which none of Holdings, the Issuer or any other Subsidiary of the Issuer, other than another Securitization Subsidiary, has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

“ Senior Cash Pay Notes ” has the meaning set forth in the recitals hereto.

“ Senior Credit Facilities ” means (i) any ABL Facility and (ii) the General Credit Facilities.

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“ Senior Toggle Notes ” has the meaning set forth in the recitals hereto.

“ Shelf Registration Statement ” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

“ Significant Party ” means any Guarantor or Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“ Similar Business ” means any business conducted or proposed to be conducted by the Issuer and its Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

“ Special Interest ” means all additional interest then owing pursuant to the Registration Rights Agreement.

“ Sponsor Management Agreement ” means the management agreement between certain management companies associated with the Investors and the Issuer and/or any direct or indirect parent company, in substantially the form delivered to the Initial Purchasers prior to the Issue Date and as amended, supplemented, amended and restated, replaced or otherwise modified from time to time; provided , however , that the terms of any such amendment, supplement, amendment and restatement or replacement agreement are not, taken as a whole, less favorable to the holders of the Notes in any material respect than the original agreement in effect on the Issue Date.

“ Standard Securitization Undertakings ” means representations, warranties, covenants and indemnities entered into by Holdings (or any direct or indirect parent company of Holdings) or any of its Subsidiaries that the Issuer has determined in good faith to be customary in a securitization financing.

“ Stated Maturity ” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“ Subordinated Indebtedness ” means:

(1) any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes; and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.

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“ Subsidiary ” means, with respect to any Person, a corporation, partnership, joint venture, limited liability company or other business entity (excluding, for the avoidance of doubt, charitable foundations) of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.

“ Total Assets ” means total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis prepared in accordance with GAAP, shown on the most recent balance sheet of the Issuer and its Restricted Subsidiaries as may be expressly stated.

“ Transaction Expenses ” means any fees or expenses incurred or paid by the Issuer or any of its Subsidiaries in connection with the Transactions.

“ Transactions ” means the “Transactions” as defined in the Senior Credit Facilities as in effect on the Issue Date.

“ Treasury Rate ” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to August 1, 2012; provided , however , that if the period from the Redemption Date to August 1, 2012 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“ Trust Indenture Act ” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-777bbbb).

“ Trustee ” means Law Debenture Trust Company of New York, as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“ Unrestricted Definitive Note ” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“ Unrestricted Global Note ” means a permanent Global Note, substantially in the form of Exhibit A1 or Exhibit A2 , that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear the Private Placement Legend.

“ Unrestricted Subsidiary ” means:

(1) any Subsidiary of the Issuer which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuer, as provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary

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or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Restricted Subsidiary of the Issuer (other than solely any Unrestricted Subsidiary of the Subsidiary to be so designated); provided that

(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Issuer;

(2) such designation complies with Section 4.07 hereof; and

(3) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries

has not at the time of designation, and does not thereafter, incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary.

The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

(1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test described in Section 4.09(a) hereof; or

(2) the Consolidated Leverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or less than such ratio immediately prior to such designation, in each case on a pro forma basis taking into account such designation.

Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Issuer or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“ U.S. Person ” means a U.S. person as defined in Rule 902(k) under the Securities Act.

“ Voting Stock ” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

(2) the sum of all such payments.

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“ Wholly-Owned Subsidiary ” of any Person means a Subsidiary of such Person, 100.0% of the outstanding Equity Interests of which (other than directors’ qualifying shares and shares issued to foreign nationals as required under applicable law) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person or by such Person and one or more Wholly-Owned Subsidiaries of such Person.

Section 1.02 Other Definitions .


Term		Defined in Section
“Affiliate Transaction”		4.11(a)
“AHYDO”		3.08(b)
“AHYDO Catch-Up Payment”		3.08(b)
“Asset Sale Offer”		4.10(c)
“Authentication Order”		2.02
“Blockage Notice”		11.03
“Change of Control Offer”		4.14(a)
“Change of Control Payment”		4.14(a)
“Change of Control Payment Date”		4.14(a)
“Covenant Defeasance”		8.03
“Defeased Covenants”		8.03
“DTC”		2.03
“Event of Default”		6.01(a)
“Excess Proceeds”		4.10(c)
“incur” or “incurrence”		4.09(a)
“Legal Defeasance”		8.02
“Non-Payment Default”		11.03
“Note Register”		2.03
“Offer Amount”		3.09(b)
“Offer Period”		3.09(b)
“Pari Passu Indebtedness”		4.10(c)
“Partial PIK Interest”		4.01
“Paying Agent”		2.03
“Payment Blockage Period”		11.03
“Payment Default”		11.03
“PIK Interest”		4.01
“PIK Notes”		2.01(d)
“PIK Payment”		2.01(d)
“Purchase Date”		3.09(b)
“Redemption Date”		3.07(a)
“Refinancing Indebtedness”		4.09(b)
“Refunding Capital Stock”		4.07(b)
“Registrar”		2.03
“Restricted Payments”		4.07(a)
“Special Redemption”		3.08(a)
“Special Redemption Amount”		3.08(a)
“Special Redemption Date”		3.08(a)
“Successor Company”		5.01(a)
“Successor Person”		5.01(c)
“Transfer Agent”		2.03
“Treasury Capital Stock”		4.07(b)

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Section 1.03 Incorporation by Reference of Trust Indenture Act .

Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.

The following Trust Indenture Act terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security Holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes and the Guarantees means the Issuer and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees, respectively.

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them.

Section 1.04 Rules of Construction .

Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(d) words in the singular include the plural, and in the plural include the singular;

(e) “will” shall be interpreted to express a command;

(f) provisions apply to successive events and transactions;

(g) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(h) unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture;

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(i) words used herein implying any gender shall apply to both genders;

(j) the words “including,” “includes” and similar words shall be deemed to be followed by “without limitation”;

(k) the principal amount of any Preferred Stock at any time shall be (i) the maximum liquidation value of such Preferred Stock at such time or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock at such time, whichever is greater; and

(l) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision.

Section 1.05 Acts of Holders .

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01 hereof) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 1.05.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

(e) The Issuer may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

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(f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this Section 1.05(f) shall have the same effect as if given or taken by separate Holders of each such different part.

(g) Without limiting the generality of the foregoing, a Holder, including DTC, that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and any Person that is the Holder of a Global Note, including DTC, may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices.

(h) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.

ARTICLE 2

THE NOTES

Section 2.01 Form and Dating; Terms .

(a) General . The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A1 (in the case of the Senior Cash Pay Notes) or Exhibit A2 (in the case of the Senior Toggle Notes) hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof, subject to the issuance of PIK Interest pursuant to Section 4.01 hereof, in which case the aggregate principal amount of the Senior Toggle Notes may be increased by, or PIK Notes may be issued in, an aggregate principal amount equal to the amount of PIK Interest paid by the Issuer for the applicable interest period.

(b) Global Notes . Notes issued in global form shall be substantially in the form of Exhibit A1 or Exhibit A2 attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A1 or Exhibit A2 attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each Global Note shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon (and, with respect to the Senior Toggle Notes, giving effect to any PIK Interest made thereon by increasing the aggregate principal amount of such Global Note) and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges

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and redemptions and, with respect to the Senior Toggle Notes, payment of PIK Interest made thereon by increasing the aggregate principal amount of such Global Note. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c) Temporary Global Notes . Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of:

(i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of each Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and

(ii) an Officer’s Certificate from the Issuer.

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(d) PIK Notes . In connection with the payment of PIK Interest or Partial PIK Interest in respect of the Senior Toggle Notes, the Issuer is entitled to, without the consent of the Holders and without regard to Section 4.09 hereof, increase the outstanding principal amount of the Senior Toggle Notes or issue additional Senior Toggle Notes (the “ PIK Notes ”) under this Indenture on the same terms and conditions as the Senior Toggle Notes issued on the Issue Date (in each case, a “ PIK Payment ”). The Notes, including any PIK Notes, and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase, except as provided in Article 9 hereof. Unless the context requires otherwise, references to “Notes” for all purposes of this Indenture shall include any Additional Notes and PIK Notes that are actually issued and any increase in the principal amount of the outstanding Senior Toggle Notes (including PIK Notes) as a result of a PIK Payment, and references to “principal amount” of the Notes or the Senior Toggle Notes shall include any increase in the principal amount of the outstanding Senior Toggle Notes (including PIK Notes) as a result of a PIK Payment.

(e) Terms . The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

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The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Trustee and the Paying Agent and Registrar, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

The Notes shall be subject to repurchase by the Issuer pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable, other than as provided in Article 3 hereof.

Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuer without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes; provided that the Issuer’s ability to issue Additional Notes shall be subject to the Issuer’s compliance with Section 4.09 hereof. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.

(f) Euroclear and Clearstream Procedures Applicable . The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by Participants through Euroclear or Clearstream.

Section 2.02 Execution and Authentication .

At least one Officer shall execute the Notes on behalf of the Issuer by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time such Note is authenticated, such Note shall nevertheless be valid.

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A1 or Exhibit A2 attached hereto by the manual or facsimile signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “ Authentication Order ”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes and Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued hereunder.

The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer.

Section 2.03 Registrar and Paying Agent .

The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration (“ Registrar ”), an office or agency in the Borough of

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Manhattan, City of New York, where Notes may be presented for transfer or exchange (“ Transfer Agent ”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“ Paying Agent ”). The Registrar shall keep a register of the Notes (“ Note Register ”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. So long as any series of Notes is listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar.

The Issuer initially appoints The Depository Trust Company (“ DTC ”) to act as Depositary with respect to the Global Notes.

The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints Deutsche Bank Trust Company Americas to act as the Paying Agent, Registrar and Transfer Agent for the Notes.

Section 2.04 Paying Agent To Hold Money in Trust .

The Issuer shall require each Paying Agent other than the Trustee or Deutsche Bank Trust Company Americas to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or Special Interest, if any, or interest on the Notes, and shall notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, Deutsche Bank Trust Company Americas (for so long as it acts as Paying Agent) or the Trustee (if Deutsche Bank Trust Company Americas ceases to act as Paying Agent hereunder) shall serve as Paying Agent for the Notes.

Section 2.05 Holder Lists .

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuer shall otherwise comply with Trust Indenture Act Section 312(a).

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Section 2.06 Transfer and Exchange .

(a) Transfer and Exchange of Global Notes . Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days or (ii) there shall have occurred and be continuing a Default with respect to the Notes. Upon the occurrence of any of the events in clause (i) or (ii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events in clause (i) or (ii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided , however , beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes . The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i) Transfer of Beneficial Interests in the Same Global Note . Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided , however , that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes . In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive

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Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903. Upon consummation of an Exchange Offer by the Issuer in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

(iii) Transfer of Beneficial Interests to Another Restricted Global Note . A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note . A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) an Exchanging Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by an Exchanging Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

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(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes . If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in clause (i) or (ii) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

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(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to the Issuer or any of its Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes . Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes . A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) an Exchanging Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by an Exchanging Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

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(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

(iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes . If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in clause (i) or (ii) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests .

(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes . If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

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(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such Restricted Definitive Note is being transferred to the Issuer or any of its Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes . A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) an Exchanging Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by an Exchanging Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes . A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes . Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer or exchange in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

(i) Restricted Definitive Notes to Restricted Definitive Notes . Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer will be made to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

(ii) Restricted Definitive Notes to Unrestricted Definitive Notes . Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

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(B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) any such transfer is effected by an Exchanging Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes . A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f) Exchange Offer . Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Exchanging Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuer, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Exchanging Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuer, and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuer shall execute and the Trustee shall authenticate and mail to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture.

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(g) Legends . The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

(i) Private Placement Legend .

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”)), (2) AGREES THAT IT WILL NOT WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE

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IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(ii) Global Note Legend . Each Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

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(iii) Regulation S Temporary Global Note Legend . The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).”

(h) Cancellation and/or Adjustment of Global Notes . At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i) General Provisions Relating to Transfers and Exchanges .

(i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

(iii) Neither the Registrar nor the Issuer shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v) The Issuer shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date or (D) to register the transfer of or to exchange any Notes selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer.

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(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest (including Special Interest, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

(vii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02 hereof, the Issuer shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

(viii) At the option of the Holder, subject to Section 2.06(a) hereof, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes to which the Holder making the exchange is entitled in accordance with the provisions of Section 2.02 hereof.

(ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Section 2.07 Replacement Notes .

If either (x) any mutilated Note is surrendered to the Trustee, the Registrar or the Issuer, or (y) if the Issuer and the Trustee receive evidence to their satisfaction of the ownership and destruction, loss or theft of any Note, then the Issuer shall issue and the Trustee, upon receipt of an Authentication Order and satisfaction of any other requirements of the Trustee, shall authenticate a replacement Note. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer may charge for its expenses in replacing a Note.

Every replacement Note is a contractual obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes .

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds such Note.

If a Note is replaced pursuant to Section 2.07 hereof, such Note shall cease to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

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If the principal amount of any Note is considered paid under Section 4.01 hereof, such Note shall cease to be outstanding and interest thereon shall cease to accrue.

If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay any Notes payable on such date, then such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest on and after such date.

Section 2.09 Treasury Notes .

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or any Affiliate of the Issuer, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to such pledged Notes and that the pledgee is not the Issuer or any obligor upon the Notes or any Affiliate of the Issuer or such other obligor.

Section 2.10 Temporary Notes .

Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

Section 2.11 Cancellation .

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of cancelled Notes (subject to the record retention requirement of the Exchange Act) in its customary manner. Certification of the disposal of all cancelled Notes shall be delivered to the Issuer upon its request therefor. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest .

If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuer shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuer

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shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall notify the Issuer of such special record date promptly, and in any event at least 20 days before such special record date. At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at the expense of the Issuer) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid.

Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of, in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

Section 2.13 CUSIP Numbers .

The Issuer in issuing the Notes may use CUSIP numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers in notices of redemption as a convenience to Holders; provided , that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will as promptly as practicable notify the Trustee of any change in the CUSIP numbers.

ARTICLE 3

REDEMPTION

Section 3.01 Notices to Trustee .

If the Issuer elects to redeem Notes pursuant to Section 3.07 hereof, it shall furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Notes and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of the Senior Cash Pay Notes and/or Senior Toggle Notes, as the case may be, to be redeemed and (iv) the redemption price.

Section 3.02 Selection of Notes To Be Redeemed or Purchased .

If less than all of the Senior Cash Pay Notes and/or Senior Toggle Notes, as the case may be, are to be redeemed or purchased in an offer to purchase at any time, the Registrar shall select the Notes to be redeemed or purchased (a) if such Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Notes are listed or (b) on a pro rata basis to the extent practicable or, to the extent that selection on a pro rata basis is not practicable for any reason, by lot or by such other method as the Registrar shall deem appropriate or as required by the rules of the Depositary. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Registrar from the outstanding Notes not previously called for redemption or purchase.

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The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in amounts of $2,000 or integral multiples of $1,000; no Notes of $2,000 or less can be redeemed in part (other than PIK Notes, which may be redeemed in minimum amounts of $1.00 and integral multiples thereof), except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not in a principal amount of at least $2,000 or an integral multiple of $1,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03 Notice of Redemption .

Subject to Section 3.09 hereof, the Issuer shall mail or cause to be mailed by first-class mail, postage prepaid, notices of redemption at least 30 days but not more than 60 days before the purchase or redemption date to each Holder of Notes to be redeemed at such Holder’s registered address, to the Trustee to forward to each Holder of Notes at such Holder’s registered address, or shall otherwise deliver on such timeframe such notice in accordance with the procedures of DTC, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 12 hereof.

The notice shall identify the Notes to be redeemed and shall state:

(a) the redemption date;

(b) the redemption price;

(c) that if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note;

(d) the name and address of the Paying Agent;

(e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f) that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(g) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(h) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

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At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided that the Issuer shall have delivered to the Trustee, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04 Effect of Notice of Redemption .

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price (except as provided in Section 3.07 hereof and in Section 5 of the Notes). The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the redemption date, interest shall cease to accrue on Notes or portions of Notes called for redemption.

Section 3.05 Deposit of Redemption or Purchase Price .

On the redemption or purchase date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest (including Special Interest, if any) on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest (including Special Interest, if any) on, all Notes to be redeemed or purchased.

If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption or purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed or Purchased in Part .

Upon surrender of a Note that is redeemed or purchased in part, the Issuer shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided , that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

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Section 3.07 Optional Redemption .

(a) At any time prior to August 1, 2012, the Notes may be redeemed or purchased (by the Issuer or any other Person), in whole or in part, upon notice as provided in Section 3.03 hereof, at a redemption price equal to 100.0% of the principal amount of such Notes redeemed plus the Applicable Premium as of the date of redemption (the “ Redemption Date ”) and, without duplication, accrued and unpaid interest to the Redemption Date, subject to the rights of Holders of such Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(b) Until August 1, 2011, the Issuer may, at its option, on one or more occasions, upon notice as provided in Section 3.03 hereof, redeem up to 40.0% of the then outstanding aggregate principal amount of each of (i) the Senior Cash Pay Notes at a redemption price equal to 110.750% of the aggregate principal amount thereof, and (ii) the Senior Toggle Notes (and any PIK Notes issued in respect thereof) at a redemption price equal to 111.00% of the aggregate principal amount thereof, in each case, plus accrued and unpaid interest thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 50.0% of the sum of the aggregate principal amount of the Senior Cash Pay Notes or Senior Toggle Notes, as applicable, originally issued under this Indenture and any Additional Notes that are Senior Cash Pay Notes or Senior Toggle Notes, as applicable, issued under this Indenture after the Issue Date (but excluding PIK Notes in the case of the Senior Toggle Notes) remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to such redemption, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

(c) Except pursuant to Sections 3.07(a) and (b), the Notes shall not be redeemable at the Issuer’s option before August 1, 2012.

(d) On and after August 1, 2012, each of the Senior Cash Pay Notes and the Senior Toggle Notes may be redeemed or purchased (by the Issuer or any other Person), at the Issuer’s option, in whole or in part, upon notice as described in Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Senior Cash Pay Notes or Senior Toggle Notes, as applicable, to be redeemed) set forth below plus accrued and unpaid interest thereon to the applicable Redemption Date, subject to the right of Holders of record of such Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on August 1 of each of the years indicated below:


Year	Senior Cash Pay Notes Percentage		Senior Toggle Notes Percentage
2012	105.375	%	105.500	%
2013	102.688	%	102.750	%
2014 and thereafter	100.000	%	100.000	%

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(e) Any redemption of the Notes pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08 Mandatory Redemption .

(a) On August 1, 2015 (the “ Special Redemption Date ”), the Issuer shall be required to redeem for cash a portion (the “ Special Redemption Amount ”) of Senior Toggle Notes equal to the product of (x) $30,000,000 and (y) the lesser of (i) one and (ii) a fraction the numerator of which is the aggregate principal amount outstanding on the Special Redemption Date of the Senior Toggle Notes for United States federal income tax purposes and the denominator of which is $1,330,000,000, as determined by the Issuer in good faith and rounded to the nearest $2,000 (such redemption, the “ Special Redemption ”). The redemption price for each portion of a Senior Toggle Note so redeemed pursuant to the Special Redemption will equal 100% of the principal amount of such portion plus any accrued and unpaid interest thereon to the Special Redemption Date.

(b) On the first Interest Payment Date following the fifth anniversary of the “issue date” as defined in Treasury Regulation Section 1.1273-2(a)(2) of each series of Notes ( i.e ., the Senior Cash Pay Notes and Senior Toggle Notes), and on each Interest Payment Date thereafter, the Issuer shall redeem a portion of the principal amount of each then outstanding Note in such series in an amount equal to the AHYDO Catch-Up Payment for such Interest Payment Date with respect to such Note. The “ AHYDO Catch-Up Payment ” for a particular Interest Payment Date with respect to each Note in a series means the minimum principal prepayment sufficient to ensure that as of the close of such Interest Payment Date, the aggregate amount which would be includible in gross income with respect to such Note before the close of such Interest Payment Date (as described in Section 163(i)(2)(A) of the Code) does not exceed the sum (described in Section 163(i)(2)(B) of the Code) of (i) the aggregate amount of interest to be paid on such Note (including for this purpose any AHYDO Catch-Up Payments) before the close of such Interest Payment Date plus (ii) the product of the issue price of such Note as defined in Section 1273(b) of the Code ( i.e. , the first price at which a substantial amount of the Notes in such series is sold, disregarding for this purpose sales to bond houses, brokers or similar persons acting in the capacity of underwriters, placement agents or wholesalers) and its yield to maturity (within the meaning of Section 163(i)(2)(B) of the Code), with the result that such Note is not treated as having “significant original issue discount” within the meaning of Section 163(i)(1)(C) of the Code; provided , however , for avoidance of doubt, that if the yield to maturity of such Note is less than the amount described in Section 163(i)(1)(B) of the Code, the AHYDO Catch-Up Payment shall be zero for each Interest Payment Date with respect to such Note. This Section 3.08(b) shall be interpreted consistently with the intent that no Senior Cash Pay Note and that no Senior Toggle Note shall be an “applicable high yield discount obligation” (an “ AHYDO ”) within the meaning of Section 163(i)(1) of the Code. The computations and determinations required in connection with any AHYDO Catch-Up Payment shall be made by the Issuer in its good faith reasonable discretion and shall be binding upon the Holders absent manifest error.

(c) The Special Redemption and any AHYDO Catch-Up Payments shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. The Issuer shall not be required to make any other mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.09 Offers To Repurchase by Application of Excess Proceeds .

(a) The Issuer shall follow the procedures specified in clauses (b) through (f) of this Section 3.09 for any Asset Sale Offer commenced pursuant to Section 4.10 hereof.

(b) An Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable

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law (the “ Offer Period ”). No later than five Business Days after the termination of the Offer Period (the “ Purchase Date ”), the Issuer shall apply all Excess Proceeds (the “ Offer Amount ”) to the purchase of Notes and, if required, Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

(c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest and Special Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

(d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, a notice to each of the Holders, with a copy to the Trustee and the Registrar, or otherwise in accordance with the procedures of DTC. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

(i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;

(ii) the Offer Amount, the purchase price and the Purchase Date;

(iii) that any Note not tendered or accepted for payment shall continue to accrue interest;

(iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;

(v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum principal amounts of $2,000 and integral multiples of $1,000 only (or if PIK Notes are issued and PIK Interest or Partial PIK Interest is paid, in minimum principal amounts of $1.00 and integral multiples of $1.00 with respect thereto);

(vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(viii) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds the Offer Amount, the Registrar shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered (with such adjustments

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as may be deemed appropriate by the Registrar so that only Notes in denominations of $2,000 or integral multiples of $1,000 (or if PIK Notes are issued and PIK Interest or Partial PIK Interest is paid, in minimum principal amounts of $1.00 and integral multiples of $1.00 with respect thereto) shall be purchased); and

(ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.

(e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered.

(f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 (or if PIK Notes are issued and PIK Interest or Partial PIK Interest is paid, in minimum principal amounts of $1.00 and integral multiples of $1.00 with respect thereto). Any Note not so accepted for purchase shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof.

ARTICLE 4

COVENANTS

Section 4.01 Payment of Notes .

The Issuer shall pay or cause to be paid the principal of, premium, if any, Special Interest, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, Special Interest, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer or a Subsidiary, holds as of noon Eastern Time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due; provided that with respect to the Senior Toggle Notes, for any interest period, if the Issuer elects to pay interest on the Senior Toggle Notes entirely by increasing the principal amount of the outstanding Senior Toggle Notes or by issuing PIK Notes (“ PIK Interest ”) or paying 50.0% of such interest in the form of PIK Interest (“ Partial PIK Interest ”), in each case, in the matter provided in the Senior Toggle Notes, then all such interest paid in the form of PIK Interest or Partial PIK

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Interest shall be considered paid or duly provided for, for all purposes of this Indenture, and shall not be considered overdue. If a payment date is not a Business Day, payment may be made on the next succeeding day that is a Business Day, and for the avoidance of doubt, no additional interest or other amounts shall be payable in respect of the interest period for which such payment is made as a result of such extension of time.

The Issuer shall pay all Special Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency .

The Issuer shall maintain in the Borough of Manhattan, City of New York an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or Transfer Agent) where Notes may be surrendered for registration of transfer or for exchange or presented for payment and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in the Borough of Manhattan, City of New York for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuer hereby initially designates the office of the Trustee located at Law Debenture Trust Company of New York, 400 Madison Avenue, Suite 4D, New York, NY 10017, as one such office or agency of the Issuer in accordance with Section 2.03 hereof.

Section 4.03 Reports and Other Information .

(a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue Date, the Issuer shall file with the SEC no later than 15 days after the periods set forth below,

(1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;

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(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form;

(3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and

(4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;

in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer shall make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within 5 days after the time the Issuer would have been required to file such information with the SEC as required pursuant to this Section 4.03(a). To the extent any such information is not furnished within the time periods specified above in this Section 4.03(a) and such information is subsequently furnished (including upon becoming publicly available, by filing such information with the SEC), the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided , that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 25.0% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuer shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(b) In the event that any direct or indirect parent company of the Issuer is or becomes a Guarantor of the Notes, the Issuer may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.

(c) Notwithstanding the foregoing, the requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement by the filing with the SEC of the exchange offer registration statement or shelf registration statement in accordance with the terms of the Registration Rights Agreement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.

Section 4.04 Compliance Certificate .

(a) The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 120 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuer has kept, observed, performed and fulfilled each and every condition and

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covenant contained in this Indenture during such fiscal year and is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto).

(b) When any Default has occurred and is continuing under this Indenture of which the Issuer is aware, or if the Trustee or the holder of any other evidence of Indebtedness of the Issuer or any Subsidiary gives any notice or takes any other action with respect to a claimed Default of which the Issuer is aware, the Issuer shall promptly (which shall be no more than five (5) Business Days) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuer proposes to take with respect thereto.

Section 4.05 Taxes .

The Issuer shall pay or discharge, and shall cause each of its Restricted Subsidiaries to pay or discharge, prior to delinquency, all material taxes, lawful assessments, and governmental levies except such as are contested in good faith and by appropriate actions or where the failure to effect such payment or discharge is not adverse in any material respect to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws .

The Issuer and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant (to the extent that they may lawfully do so) that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07 Limitation on Restricted Payments .

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

(I) declare or pay any dividend or make any distribution or any payment having the effect thereof on account of the Issuer’s or any Restricted Subsidiary’s Equity Interests (in such Person’s capacity as holder of such Equity Interests), including any dividend or distribution payable in connection with any merger or consolidation other than:

(A) dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) of the Issuer; or

(B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary of the Issuer, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

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(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent of the Issuer, including in connection with any merger or consolidation;

(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness other than:

(A) Indebtedness permitted under clause (8) of Section 4.09(b) hereof; or

(B) the purchase, repurchase or other acquisition of Subordinated Indebtedness of the Issuer or any Restricted Subsidiary purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

(IV) make any Restricted Investment

(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “ Restricted Payments ”), unless, at the time of such Restricted Payment:

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) immediately after giving effect to such transaction on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.09(a) hereof; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock (as defined below) pursuant to clause (c) thereof only), (6)(c) and (8) of Section 4.07(b) hereof, but excluding all other Restricted Payments permitted by Section 4.07(b) hereof), is less than the sum of (without duplication):

(a) 50.0% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) beginning on the first day of the fiscal quarter commencing after the Issue Date to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus

(b) 100% of the aggregate net proceeds (including cash and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property) received by the Issuer or a Restricted Subsidiary since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof) from the issue or sale of:

(i) (A) Equity Interests of the Issuer, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received from the sale of:

(x) Equity Interests to members of management, directors or consultants of the Issuer, its Restricted Subsidiaries and any direct or indirect parent company of the Issuer, after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof; and

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(y) Designated Preferred Stock; and

(B) to the extent such proceeds or other property are actually contributed to the capital of the Issuer or any Restricted Subsidiary, Equity Interests of the Issuer’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof); or

(ii) debt of the Issuer or any Restricted Subsidiary that has been converted into or exchanged for such Equity Interests of the Issuer or a direct or indirect parent company of the Issuer;

provided , however , that this clause (b) shall not include the proceeds from (W) Refunding Capital Stock (as defined below), (X) Equity Interests or convertible debt securities sold to the Issuer or a Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

(c) 100% of the aggregate amount of net proceeds (including cash and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property) contributed to the capital of the Issuer following the Issue Date (other than (i) net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof, (ii) by a Restricted Subsidiary and (iii) from any Excluded Contributions); plus

(d) 100% of the aggregate amount of proceeds (including cash and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property) received by the Issuer or a Restricted Subsidiary by means of:

(i) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Issuer or its Restricted Subsidiaries, in each case with respect to Restricted Investments made after the Issue Date; or

(ii) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a dividend or distribution from an Unrestricted Subsidiary after the Issue Date; plus

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(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Issuer in good faith or if such fair market value may exceed $100,000,000, in writing by an Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary, other than to the extent such Investment constituted a Permitted Investment.

(b) Section 4.07(a) hereof shall not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture;

(2) (a) the redemption, repurchase, retirement or other acquisition of any (i) Equity Interests (“ Treasury Capital Stock ”) or Subordinated Indebtedness of the Issuer or any Restricted Subsidiary or (ii) Equity Interests of any direct or indirect parent company of the Issuer, in the case of each of clause (i) and (ii), in exchange for, or out of the proceeds of the substantially concurrent sale or issuance (other than to the Issuer or a Restricted Subsidiary) of, Equity Interests of the Issuer, or any direct or indirect parent company of the Issuer to the extent contributed to the capital of the Issuer or any Restricted Subsidiary (in each case, other than any Disqualified Stock) (“ Refunding Capital Stock ”), (b) the declaration and payment of dividends on the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Issuer or a Restricted Subsidiary) of the Refunding Capital Stock, and (c) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6)(a) or (b) of this Section 4.07(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Issuer) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3) the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Issuer or a Restricted Subsidiary made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer or a Restricted Subsidiary, as the case may be, which is incurred in compliance with Section 4.09 hereof so long as:

(a) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, exchanged, acquired or retired for value, plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, exchanged, acquired or retired and any fees and expenses incurred in connection with such redemption, repurchase, exchange, acquisition or retirement and the issuance of such new Indebtedness;

(b) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, exchanged, acquired or retired for value;

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(c) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, exchanged, acquired or retired; and

(d) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition for value of Equity Interests (other than Disqualified Stock) of the Issuer or any of its direct or indirect parent companies held by any future, present or former employee, director, officer or consultant of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement (including, for the avoidance of doubt, any principal and interest payable on any notes issued by the Issuer or any direct or indirect parent company of the Issuer in connection with any such repurchase, retirement or acquisition), or any stock subscription or shareholder agreement, including any Equity Interest rolled over by management of the Issuer or any direct or indirect parent company of the Issuer in connection with the Transactions; provided , however , that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $50,000,000 with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $75,000,000 in any calendar year; provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent contributed to the capital of the Issuer, Equity Interests of any of the direct or indirect parent companies of the Issuer, in each case to employees, directors, officers or consultants of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date (other than Equity Interests the proceeds of which are used to fund the Transactions), to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 4.07(a) hereof; plus

(b) the cash proceeds of key man life insurance policies received by the Issuer (or by any direct or indirect parent company to the extent actually contributed in cash to the Issuer) or any of its Restricted Subsidiaries after the Issue Date; less

(c) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4);

and provided further that cancellation of Indebtedness owing to the Issuer or any Restricted Subsidiary from employees, directors, officers or consultants of the Issuer, any of its Subsidiaries or its direct or indirect parent companies in connection with a repurchase of Equity Interests of the Issuer or any of the Issuer’s direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Indenture;

(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued in accordance with Section 4.09 hereof;

(6) (a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Issuer or any of its Restricted

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Subsidiaries after the Issue Date, provided that the amount of dividends paid pursuant to this clause (a) shall not exceed the aggregate amount of cash actually received by the Issuer or a Restricted Subsidiary from the issuance of such Designated Preferred Stock;

(b) a Restricted Payment to a direct or indirect parent company of the Issuer, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent corporation issued after the Issue Date, provided that the amount of Restricted Payments paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to the capital of the Issuer from the sale of such Designated Preferred Stock; or

(c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this Section 4.07(b);

provided , however , that, in the case of each of (a), (b) and (c) of this clause (6), for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.09(a) hereof;

(7) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(8) the declaration and payment of dividends on the Issuer’s common stock (or a Restricted Payment to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following the first public Equity Offering of such common stock after the Issue Date, of up to 6% per annum of the net cash proceeds received by (or, in the case of a Restricted Payment to a direct or indirect parent entity, contributed to the capital of) the Issuer in or from any such public Equity Offering;

(9) Restricted Payments that are made with Excluded Contributions;

(10) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (10) not to exceed $400,000,000;

(11) distributions or payments of Receivables Fees and Securitization Fees;

(12) any Restricted Payment used to fund or effect the Transactions and the fees and expenses related thereto or owed to Affiliates, in each case to the extent permitted by Section 4.11 hereof, and any payments to holders of Equity Interests of the Issuer (immediately prior to giving effect to the Transactions) in connection with, or as a result of, their exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto;

(13) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those set forth in Sections 4.10 and 4.14 hereof; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

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(14) the declaration and payment of dividends or the payment of other distributions by the Issuer or a Restricted Subsidiary to, or the making of loans or advances to, any of the Issuer’s direct or indirect parent companies in amounts required for any direct or indirect parent companies to pay, in each case without duplication,

(a) franchise taxes and other fees, taxes and expenses required to maintain their legal existence;

(b) federal, foreign, state and local income or franchise and similar taxes; provided that, in each fiscal year, the amount of such payments shall not exceed the amount that the Issuer and its Restricted Subsidiaries would be required to pay in respect of federal, foreign, state and local income or franchise taxes if such entities were corporations paying taxes separately from any parent entity at the highest combined applicable federal, foreign, state, local or franchise tax rate for such fiscal year (and to the extent of any amounts actually received in cash from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries);

(c) customary salary, bonus and other benefits payable to directors, officers and employees of any direct or indirect parent company of the Issuer to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries;

(d) general operating and overhead costs and expenses of any direct or indirect parent company of the Issuer to the extent such costs and expenses are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries;

(e) amounts payable to the Investors pursuant to the Sponsor Management Agreement;

(f) fees and expenses other than to Affiliates of the Issuer related to (i) any equity or debt offering of such parent entity (whether or not successful) and (ii) any Investment otherwise permitted under this covenant (whether or not successful);

(g) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Issuer or any direct or indirect parent of the Issuer; and

(h) to finance Investments otherwise permitted to be made pursuant to this covenant; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment; (B) such direct or indirect parent company shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the capital of the Issuer or one of its Restricted Subsidiaries or (2) the merger of the Person formed or acquired into the Issuer or one of its Restricted Subsidiaries (to the extent not prohibited by Section 5.01 hereof) in order to consummate such Investment; (C) such direct or indirect parent company and its Affiliates (other than the Issuer or a Restricted Subsidiary) receives no consideration or other payment in connection with such transaction except to the extent the Issuer or a Restricted

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Subsidiary could have given such consideration or made such payment in compliance with this Indenture; (D) any property received by the Issuer shall not increase amounts available for Restricted Payments pursuant to clause (3) of Section 4.07(a) hereof; and (E) such Investment shall be deemed to be made by the Issuer or a Restricted Subsidiary by another provision of this covenant (other than pursuant to clause (10) hereof) or pursuant to the definition of “Permitted Investments” (other than clause (9) thereof);

(15) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries;

(16) payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries, taken as a whole, that complies with Section 5.01 hereof; provided that as a result of such consolidation, merger or transfer of assets, the Issuer shall make a Change of Control Offer and that all Notes tendered by Holders in connection with such Change of Control Offer have been repurchased, redeemed or acquired for value;

(17) any Restricted Payments relating to a Securitization Subsidiary that, in the good faith determination of the Issuer, are necessary or advisable to effect any Qualified Securitization Financing; and

(18) purchase Equity Interests of CCO not owned by the Issuer or its Restricted Subsidiaries (whether by tender offer, open market purchase, merger or otherwise);

provided , however , that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (10), (15) and (17) of this Section 4.07(b), no Default shall have occurred and be continuing or would occur as a consequence thereof.

(c) The Issuer shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the second to last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Investments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time under this Section 4.07 or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

(d) Notwithstanding the foregoing provisions of this Section 4.07, the Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, pay any cash dividend or make any cash distribution on, or in respect of, the Issuer’s Capital Stock or purchase for cash or otherwise acquire for cash any Capital Stock of the Issuer or any direct or indirect parent of the Issuer for the purpose of paying any cash dividend or making any cash distribution to, or acquiring Capital Stock of any direct or indirect parent of the Issuer for cash from, the Investors, or guarantee any Indebtedness of any Affiliate of the Issuer for the purpose of paying such dividend, making such distribution or so acquiring such Capital Stock to or from the Issuer, in each case by means of utilization of the cumulative Restricted Payment credit provided by Section 4.07(a) hereof, or the exceptions provided by clauses (1) or (10) of Section 4.07(b) hereof or clause (12) of the definition of “Permitted Investments,” unless the most recent interest payment made by the Issuer was a Cash Interest payment and the Issuer has not made a PIK Election with respect to the next interest payment due and, in each case, such payment is otherwise in compliance with this covenant.

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Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries .

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1) (A) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

(B) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries;

(2) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries.

(b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions in effect on the Issue Date, including without limitation, pursuant to the Existing Senior Notes;

(2) (x) the Senior Credit Facilities and the related documentation, (y) this Indenture, the Notes and the Guarantees and (z) the Exchange Notes and the related indenture and guarantees;

(3) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired;

(4) applicable law or any applicable rule, regulation or order;

(5) any agreement or other instrument of a Person acquired by or merged, consolidated or amalgamated with or into the Issuer or any Restricted Subsidiary thereof in existence at the time of such acquisition, merger, consolidation or amalgamation (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so assumed;

(6) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of (i) the Issuer or (ii) a Restricted Subsidiary, pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary that impose restrictions on the assets to be sold;

(7) Secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.09 and 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness;

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(8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(9) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09 hereof;

(10) customary provisions in any joint venture agreement or other similar agreement relating solely to such joint venture;

(11) customary provisions contained in any lease, sublease, license, sublicense or similar agreement, including with respect to intellectual property, and other agreements, in each case, entered into in the ordinary course of business;

(12) any encumbrances or restrictions created in connection with any Receivables Facility or Qualified Securitization Financing that, in the good faith determination of the Issuer, are necessary or advisable to effect such Receivables Facility or Qualified Securitization Financing; and

(13) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (12) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock .

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “ incur ” and collectively, an “ incurrence ”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer and the Restricted Guarantors shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary that is not a Guarantor to issue any shares of Disqualified Stock or Preferred Stock; provided , however , that the Issuer and the Restricted Guarantors may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary that is not a Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Consolidated Leverage Ratio at the time such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater than 7.5 to 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended four fiscal quarters for which internal financial statements are available; provided , however , that Restricted Subsidiaries that are not Guarantors may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom), more than an aggregate of $750,000,000 of Indebtedness or Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors is outstanding pursuant to this paragraph at such time.

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(b) Section 4.09(a) hereof shall not apply to:

(1) the incurrence of Indebtedness under Credit Facilities by the Issuer or any of its Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $16,770,638,000 outstanding at any one time, less the aggregate amount of proceeds received from the sale of any Securitization Assets made since the Issue Date;

(2) the incurrence by the Issuer and any Restricted Guarantor of Indebtedness represented by the Notes (including any PIK Notes and any Guarantee, but excluding any Additional Notes);

(3) the incurrence by the Issuer and any Restricted Guarantor of Indebtedness represented by the Exchange Notes and related guarantees of the Exchange Notes to be issued in exchange for the Notes (including any PIK Notes but excluding any Additional Notes) and Guarantees pursuant to the Registration Rights Agreement;

(4) Indebtedness of the Issuer and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2) of this Section 4.09(b));

(5) Indebtedness (including Capitalized Lease Obligations) incurred or Disqualified Stock and Preferred Stock issued by the Issuer or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Equity Interests of any Person owning such assets in an aggregate principal amount, together with any Refinancing Indebtedness in respect thereof and all other Indebtedness incurred and Disqualified Stock and/or Preferred Stock issued and outstanding under this clause (5), not to exceed $150,000,000 at any time outstanding; so long as such Indebtedness exists at the date of such purchase, lease or improvement, or is created within 270 days thereafter;

(6) Indebtedness incurred by the Issuer or any Restricted Subsidiary constituting reimbursement obligations with respect to bankers’ acceptances and letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided , however , that upon the drawing of such bankers’ acceptances and letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(7) Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided , however , that such Indebtedness is not reflected on the balance sheet (other than by application of FIN 45 or in respect of acquired contingencies and contingent consideration recorded under FAS 141(R)) of the Issuer or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (7));

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(8) Indebtedness of the Issuer to a Restricted Subsidiary or a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that any such Indebtedness (other than pursuant to the CCU Mirror Note) owing by the Issuer or a Guarantor to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Notes or the Guarantee of the Notes, as the case may be; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (8);

(9) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or a Restricted Subsidiary or pursuant to any pledge of such Preferred Stock constituting a Permitted Lien) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (9);

(10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to this covenant, exchange rate risk or commodity pricing risk;

(11) obligations in respect of self-insurance, customs, stay, performance, bid, appeal and surety bonds and completion guarantees and other obligations of a like nature provided by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(12) (a) Indebtedness or Disqualified Stock of the Issuer or any Restricted Guarantor and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Guarantor in an aggregate principal amount or liquidation preference equal to 200.0% of the net cash proceeds received by the Issuer and its Restricted Subsidiaries since immediately after the Issue Date from the issue or sale of Equity Interests of the Issuer or cash contributed to the capital of the Issuer (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to, or contributions received from, the Issuer or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of Section 4.07(a) hereof to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 4.07(b) hereof or to make Permitted Investments (other than Permitted Investments specified in clauses (1), (2) and (3) of the definition thereof); provided , however , that any amounts in excess of 100.0% shall be Subordinated Indebtedness of the Issuer or any Restricted Subsidiary that has a Stated Maturity that is no earlier than 90 days after the Stated Maturity of the Notes or Disqualified Stock or Preferred Stock of any Restricted Subsidiary that has a Stated Maturity that is no earlier than 90 days after the Stated Maturity of the Notes, and (b) Indebtedness or Disqualified Stock of the Issuer or a Restricted Guarantor not otherwise permitted hereunder, and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Guarantor not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12)(b), does not at any one time outstanding exceed $1,000,000,000 (it being understood that any Indebtedness incurred or Disqualified Stock or Preferred Stock issued pursuant to this clause (12)(b) shall cease to be deemed incurred

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or outstanding for purposes of this clause (12)(b) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which the Issuer or such Restricted Subsidiary could have incurred such Indebtedness or issued such Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (12)(b));

(13) the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness or issuance by the Issuer or any Restricted Subsidiary of Disqualified Stock or Preferred Stock which serves to extend, replace, refund, refinance, renew or defease:

(a) any Indebtedness incurred or Disqualified Stock or Preferred Stock issued as permitted under Section 4.09(a) hereof and clauses (2), (3), (4), (5), (12)(a) and (14) of this Section 4.09(b), or

(b) any Indebtedness incurred or Disqualified Stock or Preferred Stock issued to so extend, replace, refund, refinance, renew or defease the Indebtedness, Disqualified Stock or Preferred Stock described in clause (a) above,

including, in each case, additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith (collectively, the “ Refinancing Indebtedness ”) prior to its respective maturity; provided , however , that such Refinancing Indebtedness:

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being extended, replaced, refunded, refinanced, renewed or defeased (except by virtue of prepayment of such Indebtedness),

(B) to the extent such Refinancing Indebtedness extends, replaces, refunds, refinances, renews or defeases (i) Indebtedness subordinated or pari passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock Indebtedness, Disqualified Stock or Preferred Stock of the Issuer;

(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Restricted Guarantor; or

(iii) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

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and provided further that subclauses (A) and (B) of this clause (13) will not apply to any extension, replacement, refunding, refinancing, renewal or defeasance of any Indebtedness under a Credit Facility;

(14) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Issuer or a Restricted Subsidiary incurred or issued to finance an acquisition or (y) Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that after giving effect to such acquisition or merger, either:

(i) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.09(a) hereof, or

(ii) the Consolidated Leverage Ratio is less than the Consolidated Leverage Ratio immediately prior to such acquisition or merger;

(15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within five Business Days of its incurrence;

(16) Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to any Credit Facility, in a principal amount not in excess of the stated amount of such letter of credit;

(17) (a) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or

(b) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer; provided that such Restricted Subsidiary shall comply with Section 4.15 hereof;

(18) Indebtedness of Foreign Subsidiaries of the Issuer in an amount not to exceed at any one time outstanding and together with any other Indebtedness incurred under this clause (18) $250,000,000 (it being understood that any Indebtedness incurred pursuant to this clause (18) shall cease to be deemed incurred or outstanding for purposes of this clause (18) but shall be deemed incurred under Section 4.09(a) hereof from and after the first date on which such Foreign Subsidiary could have incurred such Indebtedness under Section 4.09(a) hereof without reliance on this clause (18));

(19) Indebtedness consisting of Indebtedness issued by the Issuer or any of its Restricted Subsidiaries to future, current or former officers, directors, employees and consultants thereof or any direct or indirect parent thereof, their respective estates, heirs, family members, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Issuer, a Restricted Subsidiary or any of their respective direct or indirect parent companies to the extent described in clause (4) of Section 4.07(b) hereof;

(20) cash management obligations and Indebtedness in respect of netting services, employee credit card programs and similar arrangements in connection with cash management and deposit accounts; and

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(21) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business.

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (21) of Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Issuer, in its sole discretion, may classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses of Section 4.09(b) hereof or under Section 4.09(a) hereof; provided that all Indebtedness outstanding under the Credit Facilities on the Issue Date will be treated as incurred on the Issue Date under clause (1) of Section 4.09(b) hereof; and

(2) at the time of incurrence or any reclassification thereafter, the Issuer shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Sections 4.09(a) and 4.09(b) hereof.

(d) Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, will not be deemed to be an incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock for purposes of this Section 4.09.

(e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not (i) exceed the principal amount of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing.

(f) The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Issuer dated such date prepared in accordance with GAAP.

(g) The Issuer shall not, and shall not permit any Restricted Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is contractually subordinated or junior in right of payment to any Indebtedness of the Issuer or such Restricted Guarantor (other than Indebtedness constituting Designated Senior Indebtedness), as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Restricted Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or

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such Restricted Guarantor, as the case may be. For the purposes of this Indenture, Indebtedness that is unsecured is not deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured, and unsubordinated Indebtedness is not deemed to be subordinated or junior to any other unsubordinated Indebtedness merely because it has a junior priority with respect to the same collateral.

Section 4.10 Asset Sales .

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless:

(1) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Issuer) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:

(A) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes or that are owed to the Issuer or a Restricted Subsidiary, that are assumed by the transferee of any such assets and for which the Issuer and all of its Restricted Subsidiaries have been validly released by all creditors in writing,

(B) any securities, notes or other obligations or assets received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and

(C) any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed $300,000,000 at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value

shall be deemed to be cash for purposes of this provision and for no other purpose.

(b) Within 18 months after the receipt of any Net Proceeds of any Asset Sale by the Issuer or any Restricted Subsidiary, the Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(1) to permanently reduce:

(A) Obligations under the Senior Credit Facilities and to correspondingly reduce commitments with respect thereto;

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(B) Obligations under Pari Passu Indebtedness (as defined below) that is secured by a Lien, which Lien is permitted by this Indenture, and to correspondingly reduce commitments with respect thereto;

(C) Obligations under (i) Notes (to the extent such purchases are at or above 100% of the principal amount thereof) or (ii) any other Pari Passu Indebtedness of the Issuer or a Restricted Guarantor (and to correspondingly reduce commitments with respect thereto); provided that the Issuer shall equally and ratably reduce Obligations under the Notes as provided in Section 5 of each of the Notes and Section 3.02 hereof through open-market purchases (to the extent such purchases are at or above 100.0% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth in Section 3.09 and Section 4.10(c) hereof) to all Holders of Notes to purchase a pro rata amount of Notes at 100% of the principal amount thereof, plus accrued but unpaid interest; or

(D) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or another Restricted Subsidiary; or

(2) to (a) make an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) acquire properties, (c) make capital expenditures or (d) acquire other assets that, in the case of each of clauses (a), (b), (c) and (d) are either (x) used or useful in a Similar Business or (y) replace the businesses, properties and/or assets that are the subject of such Asset Sale;

provided that, in the case of clause (2) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Issuer or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within the later of 18 months after receipt of such Net Proceeds and 180 days following such commitment; provided that if such commitment is cancelled or terminated after the later of such 18 month or 180 day period for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.

(c) Any Net Proceeds from any Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.10(b) hereof shall be deemed to constitute “ Excess Proceeds .” When the aggregate amount of Excess Proceeds with respect to the Notes exceeds $100,000,000, the Issuer shall make an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu in right of payment with such Notes (“ Pari Passu Indebtedness ”), to the holders of such Pari Passu Indebtedness (an “ Asset Sale Offer ”), to purchase the maximum aggregate principal amount of such Notes and the maximum aggregate principal amount (or accreted value, if less) of such Pari Passu Indebtedness that is a minimum of $2,000 or an integral multiple of $1,000 thereof, or if PIK Notes are issued or PIK Interest or Partial PIK Interest is paid, a minimum of $1.00 and an integral multiple of $1.00, (in each case in aggregate principal amount) that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or accreted value, if applicable) plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $100,000,000 by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee or otherwise in accordance with the procedures of DTC. The Issuer, in its sole discretion, may

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satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 18 month period (or such longer period provided above) or with respect to Excess Proceeds of $100,000,000 or less.

To the extent that the aggregate principal amount of Notes and the aggregate principal amount (or accreted value, if applicable) of such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds with respect to the Notes, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes and the aggregate principal amount (or accreted value, if applicable) of the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds with respect to the Notes, the Trustee or the Paying Agent shall select the Notes and the Issuer or the agent for such Pari Passu Indebtedness shall select such other Pari Passu Indebtedness to be purchased on a pro rata basis based on the principal amount of the Notes and the aggregate principal amount (or accreted value, if applicable) of such Pari Passu Indebtedness tendered in accordance with Section 3.09 hereof. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

(d) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility, including under any Senior Credit Facility, or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture.

(e) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

Section 4.11 Transactions with Affiliates .

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of their properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “ Affiliate Transaction ”) involving aggregate payments or consideration in excess of $20,000,000, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $40,000,000, a resolution adopted by the majority of the board of directors of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a).

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(b) Section 4.11(a) hereof shall not apply to the following:

(1) transactions between or among the Issuer or any of its Restricted Subsidiaries;

(2) Restricted Payments permitted by Section 4.07 hereof and Investments constituting Permitted Investments;

(3) the payment of management, consulting, monitoring, transaction, advisory and termination fees and related expenses and indemnities, directly or indirectly, to the Investors, in each case pursuant to the Sponsor Management Agreement;

(4) the payment of reasonable and customary fees and compensation consistent with past practice or industry practices paid to, and indemnities provided on behalf of, employees, officers, directors or consultants of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries;

(5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

(6) any agreement as in effect as of the Issue Date (other than the Sponsor Management Agreement), or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the board of directors of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

(7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement, principal investors agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided , however , that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the board of directors of the Issuer to the Holders when taken as a whole;

(8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses;

(9) transactions with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the board of directors of the Issuer or the senior management thereof, or are on terms at least as favorable as would reasonably have been obtained at such time from an unaffiliated party;

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(10) the issuance of Equity Interests (other than Disqualified Stock) by the Issuer or a Restricted Subsidiary;

(11) sales of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Receivables Facility or any Qualified Securitization Financing;

(12) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Issuer in good faith or as otherwise permitted by this Indenture;

(13) payments or loans (or cancellation of loans) to employees or consultants of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, severance arrangements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by a majority of the board of directors of the Issuer in good faith; and

(14) Investments by the Investors in debt securities of the Issuer or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5.0% of the proposed or outstanding issue amount of such class of securities.

Section 4.12 Liens .

(a) The Issuer shall not, and shall not permit any Restricted Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures Obligations under any Indebtedness or any related guarantee, on any asset or property of the Issuer or any Restricted Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the Notes or the Guarantees are equally and ratably secured.

(b) Section 4.12(a) hereof shall not apply to (i) Liens securing the Notes (including PIK Notes) and the related Guarantees or the Exchange Notes (including PIK Notes issued in respect thereof) and related guarantees, (ii) Liens securing Obligations under any Indebtedness and related guarantees under Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of this Indenture to be incurred pursuant to clause (1) of Section 4.09(b) hereof and (iii) Liens incurred to secure Obligations in respect of any Indebtedness permitted to be incurred pursuant to Section 4.09 hereof; provided that, with respect to Liens securing Obligations permitted under this subclause (iii), at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 6.75 to 1.0.

(c) Any Lien created for the benefit of the Holders of the Notes pursuant to this Section 4.12 shall be deemed automatically and unconditionally released and discharged upon the release and discharge of the applicable Lien described in clauses (1) and (2) of Section 4.12(a) hereof.

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Section 4.13 Corporate Existence .

Subject to Article 5 hereof, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, in accordance with its organizational documents (as the same may be amended from time to time).

Section 4.14 Offer to Repurchase Upon Change of Control .

(a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as set forth in Section 5 of each of the Notes and Section 3.03 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “ Change of Control Offer ”) at a price in cash (the “ Change of Control Payment ”) equal to 101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee, or otherwise in accordance with the procedures of DTC, with the following information:

(1) that a Change of Control Offer is being made pursuant to this Section 4.14, and that all Notes properly tendered pursuant to such Change of Control Offer shall be accepted for payment by the Issuer;

(2) the purchase price and the purchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “ Change of Control Payment Date ”);

(3) that any Note not properly tendered shall remain outstanding and continue to accrue interest;

(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the Paying Agent receives, not later than the close of business on the fifth Business Day preceding the Change of Control Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(7) that the Holders whose Notes are being repurchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple

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of $1,000 in principal amount; provided , however , that if PIK Notes are issued or PIK Interest or Partial PIK Interest is paid, the principal amount of such unpurchased portion may equal a minimum of $1.00 or an integral multiple of $1.00;

(8) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and

(9) the other instructions, as determined by the Issuer, consistent with this Section 4.14, that a Holder must follow.

The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase by the Issuer of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof.

(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,

(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.

(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.

Section 4.15 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries .

The Issuer shall not permit any Restricted Subsidiary that is a Wholly-Owned Subsidiary of the Issuer (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities), other than a Guarantor, a Foreign Subsidiary or a Securitization Subsidiary, to guarantee the payment of any Indebtedness of the Issuer or any Restricted Guarantor unless:

(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Restricted Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a related Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or such Restricted Guarantor’s related Guarantee; and

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(2) such Restricted Subsidiary shall within 30 days deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee;

provided that this Section 4.15 shall not be applicable to (i) any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary and (ii) guarantees of any Qualified Securitization Financing by any Restricted Subsidiary.

The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Restricted Guarantor to become a Restricted Guarantor, in which case such Subsidiary shall not be required to comply with the 30 day period described in clause (1) of this Section 4.15.

Section 4.16 Limitation on Modification of Existing Senior Notes .

The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, amend any of the Existing Senior Notes or the Existing Senior Notes Indenture, or any supplemental indenture in respect thereof, to create, incur or assume any Lien that secures any of the Existing Senior Notes other than to the extent permitted by the Senior Credit Facilities as in effect on the Issue Date.

Section 4.17 Limitation on Layering .

(a) The Issuer shall not permit any Restricted Guarantor to, directly or indirectly, incur any Indebtedness that is subordinate in right of payment to any Designated Senior Indebtedness of such Restricted Guarantor, as the case may be, unless such Indebtedness is either:

(1) equal in right of payment with the such Restricted Guarantor’s Guarantee of the Notes; or

(2) expressly subordinated in right of payment to such Restricted Guarantor’s Guarantee of the Notes.

(b) For the purposes of this Indenture, Indebtedness that is unsecured is not deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured, and unsubordinated Indebtedness is not deemed to be subordinated or junior to any other unsubordinated Indebtedness merely because it has a junior priority with respect to the same collateral.

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ARTICLE 5

SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets .

(a) The Issuer shall not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving corporation), and shall not sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless:

(1) the Issuer is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Issuer or such Person, as the case may be, being herein called the “ Successor Company ”); provided that in the case where the Successor Company is not a corporation, a co-obligor of the Notes is a corporation;

(2) the Successor Company, if other than the Issuer, expressly assumes all the obligations of the Issuer under the Notes pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee;

(3) immediately after such transaction, no Default exists;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,

(A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.09(a) hereof, or

(B) the Consolidated Leverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or less than such Consolidated Leverage Ratio immediately prior to such transaction;

(5) each Restricted Guarantor, unless it is the other party to the transactions described above, in which case clause (1)(B) of Section 5.01(c) hereof shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; and

(6) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture.

(b) The Successor Company shall succeed to, and be substituted for the Issuer under this Indenture and the Notes, as applicable. Notwithstanding the foregoing, clauses (2), (3), (4), (5) and (6) of Section 5.01(a) hereof shall not apply to the Transactions (including the merger). Notwithstanding clauses (3) and (4) of Section 5.01(a) hereof,

(x) the Issuer or any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Issuer or a Restricted Guarantor; and

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(y) the Issuer may merge with an Affiliate of the Issuer solely for the purpose of reorganizing the Issuer in the United States, any state thereof, the District of Columbia or any territory thereof so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby.

(c) No Restricted Guarantor shall, and the Issuer shall not permit any Restricted Guarantor to, consolidate or merge with or into or wind up into (whether or not the Issuer or such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) (A) such Restricted Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than such Restricted Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is organized or existing under the laws of the jurisdiction of organization of such Restricted Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Restricted Guarantor or such Person, as the case may be, being herein called the “ Successor Person ”);

(B) the Successor Person, if other than such Restricted Guarantor, expressly assumes all the obligations of such Restricted Guarantor under this Indenture and such Restricted Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(D) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or

(2) the transaction complies with clauses (1) and (2) of Section 4.10(a) hereof.

(d) In the case of clause (1) of Section 4.10(c) hereof, the Successor Person shall succeed to, and be substituted for, such Restricted Guarantor under this Indenture and such Restricted Guarantor’s Guarantee. Notwithstanding the foregoing, any Restricted Guarantor may (1) merge or consolidate with or into or wind up into or transfer all or part of its properties and assets to another Restricted Guarantor or the Issuer, (2) merge with an Affiliate of the Issuer solely for the purpose of reincorporating the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof or (3) convert into (which may be effected by merger with a Restricted Subsidiary that has substantially no assets and liabilities) a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of such Restricted Guarantor (which may be effected by merger so long as the survivor thereof is a Restricted Guarantor).

Section 5.02 Successor Corporation Substituted .

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer shall refer instead to the successor corporation and not to the Issuer), and may exercise every right and power of the Issuer under

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this Indenture with the same effect as if such Successor Person had been named as the Issuer herein; provided that the predecessor Issuer shall not be relieved from the obligation to pay the principal of and interest and Special Interest, if any, on the Notes except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all of the Issuer’s assets that meets the requirements of Section 5.01 hereof.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01 Events of Default .

(a) An “ Event of Default ” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

(2) default for 30 days or more in the payment when due of interest on or with respect to the Notes;

(3) failure by the Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 25.0% in principal amount of the then outstanding Notes (with a copy to the Trustee) to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) of this Section 6.01(a)) contained in this Indenture or the Notes;

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries, other than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $100,000,000 or more at any one time outstanding;

(5) failure by the Issuer or any Significant Party to pay final non-appealable judgments aggregating in excess of $100,000,000, which final judgments remain unpaid, undischarged and unstayed for a period of more than 90 days after such judgments become final, and in the event such judgments are covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgments or decrees which is not promptly stayed;

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(6) the Issuer or any Significant Party, pursuant to or within the meaning of any Bankruptcy Law:

(i) commences proceedings to be adjudicated bankrupt or insolvent;

(ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law;

(iii) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;

(iv) makes a general assignment for the benefit of its creditors; or

(v) generally is not paying its debts as they become due;

(7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Issuer or any Significant Party in a proceeding in which the Issuer or any such Significant Party is to be adjudicated bankrupt or insolvent;

(ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or any Significant Party, or for all or substantially all of the property of the Issuer or any Significant Party; or

(iii) orders the liquidation of the Issuer or any Significant Party;

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(8) the Guarantee of any Significant Party shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Party, as the case may be, denies in writing that it has any further liability under its Guarantee or gives written notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture.

(b) In the event of any Event of Default specified in clause (4) of Section 6.01(a) hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

(2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured.

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Section 6.02 Acceleration .

If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof with respect to the Issuer) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25.0% in principal amount of the then total outstanding Notes (with a copy to the Trustee) may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal, premium, if any, and interest shall be due and payable immediately. The Trustee shall have no obligation to accelerate the Notes if in the best judgment of the Trustee, acceleration is not in the best interest of the Holders of the Notes.

Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01(a) hereof with respect to the Issuer, all outstanding Notes shall be due and payable without further action or notice.

Section 6.03 Other Remedies .

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults .

The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under this Indenture (except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) and rescind any acceleration with respect to the Notes and its consequences (except if such rescission would conflict with any judgment of a court of competent jurisdiction). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

Section 6.05 Control by Majority .

Holders of a majority in principal amount of the then total outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.

Section 6.06 Limitation on Suits .

Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

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(2) Holders of at least 25.0% in principal amount of the total outstanding Notes have requested the Trustee to pursue the remedy;

(3) Holders of the Notes have offered the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07 Rights of Holders of Notes To Receive Payment .

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and Special Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08 Collection Suit by Trustee .

If an Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium, if any, and Special Interest, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Restoration of Rights and Remedies .

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

Section 6.10 Rights and Remedies Cumulative .

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

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Section 6.11 Delay or Omission Not Waiver .

No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.12 Trustee May File Proofs of Claim .

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.13 Priorities .

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

(i) to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

(ii) to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and Special Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and Special Interest, if any, and interest, respectively; and

(iii) to the Issuer or to such party as a court of competent jurisdiction shall direct, including a Guarantor, if applicable.

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The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13.

Section 6.14 Undertaking for Costs .

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE 7

TRUSTEE

Section 7.01 Duties of Trustee .

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this paragraph (c) does not limit the effect of paragraph (b) of this Section 7.01;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

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(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.01.

(e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law or as the Trustee may agree in writing with the Issuer.

Section 7.02 Rights of Trustee .

(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer.

(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

(g) The Trustee shall not be deemed to have knowledge or notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

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(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder.

(j) In the event the Issuer is required to pay Special Interest, the Issuer will provide written notice to the Trustee of the Issuer’s obligation to pay Special Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Special Interest to be paid by the Issuer. The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether the Special Interest is payable or the amount thereof.

Section 7.03 Individual Rights of Trustee .

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee’s Disclaimer .

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults .

If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default within 90 days after it occurs. The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest.

Section 7.06 Reports by Trustee to Holders of the Notes .

Within 60 days after each February 1, beginning with the February 1 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act Section 313(c).

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Issuer and filed with the SEC and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuer shall promptly notify the Trustee when the Notes are listed on any stock exchange or delisted therefrom.

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Section 7.07 Compensation and Indemnity .

The Issuer shall pay to the Trustee and any Agent from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse each of the Trustee and each Agent promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s or each such Agent’s agents and counsel.

The Issuer and the Guarantors, jointly and severally, shall indemnify each of the Trustee and each Agent for, and hold each of the Trustee and each Agent harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Issuer or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuer or any Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). Each of the Trustee and each Agent shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee or any Agent to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Trustee or applicable Agent may have separate counsel and the Issuer shall pay the fees and expenses of such counsel. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee or any Agent through such Person’s own willful misconduct, negligence or bad faith.

The obligations of the Issuer under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee or any Agent, as applicable.

To secure the payment obligations of the Issuer and the Guarantors in this Section 7.07, each of the Trustee and each Agent shall have a Lien prior to the Notes on all money or property held or collected by such Person, except money or property held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee or any Agent incurs expenses or renders services after an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable.

Section 7.08 Replacement of Trustee or Agent .

A resignation or removal of the Trustee or any Agent and appointment of a successor Trustee or any successor Agent shall become effective only upon the acceptance of appointment as provided in this Section 7.08 by such successor Trustee or successor Agent, as applicable. The Trustee or any Agent may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee or any Agent by so notifying the Trustee or such Agent and the Issuer in writing. The Issuer may remove the Trustee or any Agent if:

(a) in the case of the Trustee, such Trustee fails to comply with Section 7.10 hereof;

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(b) the Trustee or such Agent is adjudged a bankrupt or an insolvent Person or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(d) the Trustee or such Agent becomes incapable of acting.

If the Trustee or any Agent resigns or is removed or if a vacancy exists in the office of Trustee or any Agent for any reason, the Issuer shall promptly appoint a successor Trustee or successor Agent. Within one year after the successor Trustee or successor Agent takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee or successor Agent, as applicable, to replace such successor Trustee or successor Agent appointed by the Issuer.

If a successor Trustee or successor Agent does not take office within 60 days after the retiring Trustee or Agent, as applicable, resigns or is removed, the retiring Trustee or Agent (at the Issuer’s expense), the Issuer or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee or successor Agent.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee or successor Agent shall deliver a written acceptance of its appointment to the retiring Trustee or Agent and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee or Agent shall become effective, and the successor Trustee or successor Agent shall have all the rights, powers and duties of the Trustee or the applicable Agent under this Indenture. The successor Trustee or successor Agent shall mail a notice of its succession to Holders. The retiring Trustee or Agent shall promptly transfer all property held by it as Trustee or Agent to the successor Trustee or successor Agent, as applicable; provided all sums owing to the retiring Trustee or Agent hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee or any Agent pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee or Agent.

Section 7.09 Successor Trustee by Merger, etc .

If the Trustee or any Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust or relevant agent business, as applicable, to, another corporation, the successor corporation without any further act shall be the successor Trustee or successor Agent, as applicable.

Section 7.10 Eligibility; Disqualification .

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under

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such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b).

Section 7.11 Preferential Collection of Claims Against Issuer .

The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option To Effect Legal Defeasance or Covenant Defeasance .

The Issuer may, at its option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge .

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“ Legal Defeasance ”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same) and to have cured all then existing Events of Default, except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(a) the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture as referenced in Section 8.04 hereof;

(b) the Issuer’s obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and

(d) this Section 8.02.

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Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance .

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants (each, a “ Defeased Covenant , and collectively, the “ Defeased Covenants ”) contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 and 4.17 hereof and clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“ Covenant Defeasance ”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such Defeased Covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any Defeased Covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Defeased Covenant or by reason of any reference in any such Defeased Covenant to any other provision herein or in any other document, and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to any Significant Party), 6.01(a)(7) (solely with respect to any Significant Party) and 6.01(a)(8) hereof shall not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance .

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date or on the redemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

(a) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(b) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law,

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in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any Senior Credit Facility or any other material agreement or instrument governing Indebtedness (other than this Indenture) to which, the Issuer or any Restricted Guarantor is a party or by which the Issuer or any Restricted Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith);

(6) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Restricted Guarantor or others; and

(7) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Section 8.05 Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions .

Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “ Trustee ”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Special Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

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Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Issuer .

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium and Special Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium and Special Interest, if any, or interest has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease.

Section 8.07 Reinstatement .

If the Trustee or Paying Agent is unable to apply any U.S. dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuer makes any payment of principal of, premium and Special Interest, if any, or interest on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes .

Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder:

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to comply with Section 5.01 hereof;

(4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders in a transaction that complies with this Indenture;

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(5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor;

(7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9) to add a Guarantor under this Indenture;

(10) to conform the text of this Indenture or the Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes;

(11) to provide for the issuance of Exchange Notes or private exchange notes, which are identical to Exchange Notes except that they are not freely transferable; or

(12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided , however , that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate.

Section 9.02 With Consent of Holders of Notes .

Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, other than Notes beneficially owned by the Issuer or any of its Affiliates, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, other than Notes beneficially owned by the Issuer or any of its Affiliates (including consents obtained in connection with a purchase of or tender offer

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or exchange offer for the Notes); provided that if any amendment, waiver or other modification would only affect the Senior Cash Pay Notes or the Senior Toggle Notes, only the consent of the holders of at least a majority in principal amount of the then outstanding Senior Cash Pay Notes or Senior Toggle Notes (and not the consent of at least a majority in principal amount of all of the then outstanding Notes), as the case may be, shall be required. Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.

Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not, with respect to any Notes held by a non-consenting Holder:

(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Sections 3.09, 4.10 and 4.14 hereof);

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration) or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;

(5) make any Note payable in money other than that stated therein;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;

(7) make any change to this paragraph of this Section 9.02;

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(8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(9) make any change to the ranking of the Notes that would adversely affect the Holders;

(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes; or

(11) after the Issuer’s obligation to purchase Notes arises thereunder, amend, change or modify in any respect materially adverse to the Holders of the Notes the obligations of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate an Asset Sale Offer with respect to any Asset Sale that has been consummated or, after such Change or Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto in a manner that is materially adverse to the Holders of the Notes.

Notwithstanding anything in this Indenture to the contrary, (1) no amendment to, or waiver of, the subordination provisions of this Indenture with respect to the Guarantees (or the component definitions used therein), if adverse to the interests of the holders of the Designated Senior Indebtedness of the Guarantors, may be made without the consent of the holders of a majority of such Designated Senior Indebtedness (or their Representative), and (2) no amendment or supplement to this Indenture or the Notes that modifies or waives the specific rights or obligations of any Agent may be made without the consent of such Agent (it being understood that the Trustee’s execution of any such amendment or supplement shall constitute such consent if the Trustee is then also acting as such Agent).

Section 9.03 Compliance with Trust Indenture Act .

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the Trust Indenture Act as then in effect.

Section 9.04 Revocation and Effect of Consents .

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

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Section 9.05 Notation on or Exchange of Notes .

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee To Sign Amendments, etc .

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer may not sign an amendment, supplement or waiver until its board of directors approves it. In executing any amendment, supplement or waiver, the Trustee shall be provided with and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03 hereof). Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Section 9.07 Payment for Consent .

The Issuer shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

ARTICLE 10

GUARANTEES

Section 10.01 Guarantee .

Subject to this Article 10, from and after the consummation of the Transactions, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of, and interest, premium and Special Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity,

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by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of this Indenture or the Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this Indenture.

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.

If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, then this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.

Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor, shall be subordinated in right of payment to the Designated Senior Indebtedness of such Guarantor and shall be pari passu in right of payment with all other existing and future senior indebtedness of such Guarantor, if any.

Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Section 10.02 Limitation on Guarantor Liability .

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

Section 10.03 Execution and Delivery .

(a) To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture pursuant to Section 4.15 hereof) shall be executed on behalf of such Guarantor by its President, one of its Vice Presidents or one of its Assistant Vice Presidents.

(b) Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(c) If an officer of a Guarantor whose signature is on this Indenture (or a supplemental indenture pursuant to Section 4.15 hereof) no longer holds that office at the time the Trustee authenticates a Note, the Guarantee of such Guarantor shall be valid nevertheless.

(d) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.

(e) If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

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Section 10.04 Subrogation .

Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under this Indenture or the Notes shall have been paid in full.

Section 10.05 Benefits Acknowledged .

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

Section 10.06 Release of Guarantees .

A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon:

(1) (A) any sale, exchange or transfer (by merger, consolidation or otherwise) of (i) the Capital Stock of such Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all the assets of such Guarantor, which sale, exchange or transfer is made in compliance with Sections 4.10(a)(1) and (2) hereof;

(B) the release or discharge of the guarantee by such Guarantor of the General Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(D) the exercise by the Issuer of its legal defeasance option or covenant defeasance option as set forth in Article 8 hereof or the discharge of the Issuer’s obligations under this Indenture in accordance with the terms set forth in Article 12 hereof; and

(2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

ARTICLE 11

SUBORDINATION OF GUARANTEES

Section 11.01 Agreement To Subordinate .

Each Guarantor agrees, and each Holder by accepting a Note agrees, that the Obligations of such Guarantor under its Guarantee are subordinated in right of payment, to the extent and in the manner provided in this Article 11, to the prior payment in full in cash of all existing and future Designated Senior Indebtedness of such Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Designated Senior Indebtedness. A Guarantor’s Obligations under its Guarantee shall

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in all respects rank pari passu in right of payment with all other existing and future Indebtedness (other than Subordinated Indebtedness) of such Guarantor, and will be senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor; and only Indebtedness of such Guarantor that is Designated Senior Indebtedness shall rank senior to the Obligations of such Guarantor under its Guarantee in accordance with the provisions set forth herein. All provisions of this Article 11 shall be subject to Section 11.12 hereof.

Section 11.02 Liquidation, Dissolution, Bankruptcy .

Upon any payment or distribution of the assets of a Guarantor to creditors upon a total or partial liquidation or dissolution or reorganization of or similar proceeding relating to such Guarantor or its property:

(i) the holders of Designated Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash of such Designated Senior Indebtedness before Holders shall be entitled to receive any payment or distribution of any kind or character with respect to any Obligations on, or relating to, such Guarantor’s Guarantee; and

(ii) until the Designated Senior Indebtedness of such Guarantor is paid in full in cash, any payment or distribution to which Holders would be entitled but for the subordination provisions of this Article 11 shall be made to holders of such Designated Senior Indebtedness as their interests may appear.

To the extent any payment of Designated Senior Indebtedness of any Guarantor (whether by or on behalf of such Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or similar Person, the Designated Senior Indebtedness of such Guarantor or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. It is further agreed that any diminution (whether pursuant to court decree or otherwise, including without limitation for any of the reasons described in the preceding sentence) of any Guarantor’s obligation to make any distribution or payment pursuant to any Designated Senior Indebtedness of such Guarantor, except to the extent such diminution occurs by reason of the repayment (which has not been disgorged or returned) of such Designated Senior Indebtedness of such Guarantor in cash, shall have no force or effect for purposes of the subordination provisions contained in this Article 11, with any turnover of payments as otherwise calculated pursuant to this Article 11 to be made as if no such diminution had occurred. The Issuer shall promptly give written notice to the Trustee of any such dissolution, winding-up, liquidation, or reorganization of any Guarantor, provided that any delay or failure to give such notice shall have no effect on the subordination provisions contained in this Article 11.

Section 11.03 Default on Designated Senior Indebtedness of a Guarantor .

A Guarantor shall not make any payment or distribution of any kind or character with respect to its Obligations under its Guarantee if either of the following occurs (a “ Payment Default ”):

(i) any Obligation on any Designated Senior Indebtedness of such Guarantor is not paid in full in cash when due; or

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(ii) any other default on Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;

unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash; provided , however , that such Guarantor shall be entitled to make a payment or distribution under its Guarantee without regard to the foregoing if the Issuer and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing.

During the continuance of any default (other than a Payment Default) (a “ Non-Payment Default ”) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor shall not make any payment or distribution of any kind or character with respect to its Obligations under its Guarantee for a period (a “ Payment Blockage Period ”) commencing upon the receipt by the Trustee (with a copy to such Guarantor and the Issuer) of written notice (a “ Blockage Notice ”) of such Non-Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. The Payment Blockage Period shall end earlier if such Payment Blockage Period is terminated:

(i) by written notice to the Trustee, the relevant Guarantor and the Issuer from the Person or Persons who gave such Blockage Notice;

(ii) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or

(iii) because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

Notwithstanding the provisions described in the immediately preceding paragraph (but subject to the provisions contained in the first paragraph of this Section 11.03 and Section 11.02 hereof), unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness shall have accelerated the maturity of such Designated Senior Indebtedness or a Payment Default has occurred and is continuing, the relevant Guarantor shall be permitted to resume paying its Guarantee after the end of such Payment Blockage Period. Each Guarantee shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period irrespective of the number of Non-Payment Defaults with respect to Designated Senior Indebtedness during such period. However, in no event shall the total number of days during which any Payment Blockage Period or Periods on a Guarantee is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no Non-Payment Default that existed or was continuing on the date of commencement of any Payment Blockage Period with respect to any Designated Senior Indebtedness and that was the basis for the initiation of such Payment Blockage Period shall be, or be made, the basis for a subsequent Payment Blockage Period unless such default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of such initial Blockage Notice, that, in either case, would give rise to a Non-Payment Default pursuant to any provisions under which a Non-Payment Default previously existed or was continuing shall constitute a new Non-Payment Default for this purpose).

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Section 11.04 Demand for Payment .

If payment of the Notes is accelerated because of an Event of Default and a demand for payment is made on a Guarantor pursuant to Article 11 hereof, the Issuer or such Guarantor shall promptly notify the holders of the Designated Senior Indebtedness of such Guarantor or the Representative of such Designated Senior Indebtedness of such demand; provided that any failure to give such notice shall have no effect whatsoever on the provisions of this Article 11. So long as there shall remain outstanding any Designated Senior Indebtedness under the Senior Credit Facilities and the relevant Guarantor is a guarantor thereof, a Blockage Notice may be given only by the respective Representatives thereunder unless otherwise agreed to in writing by the requisite lenders named therein. If any Designated Senior Indebtedness of a Guarantor is outstanding, such Guarantor may not pay its Guarantee until five Business Days after the Representatives of all the issuers of such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may make any payment or distribution under its Guarantee only if this Indenture otherwise permits payment at that time.

Section 11.05 When Distribution Must Be Paid Over .

If a distribution is made to Holders that, due to this Article 11, should not have been made to them, such Holders are required to hold it in trust for the holders of Designated Senior Indebtedness of the applicable Guarantor and pay it over to them as their interests may appear.

Section 11.06 Subrogation .

After all Designated Senior Indebtedness of a Guarantor is paid in full in cash and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of such Designated Senior Indebtedness to receive distributions applicable to such Designated Senior Indebtedness. A distribution made under this Article 11 to holders of such Designated Senior Indebtedness which otherwise would have been made to Holders is not, as between the applicable Guarantor and Holders, a payment by such Guarantor on such Designated Senior Indebtedness.

Section 11.07 Relative Rights .

This Article 11 defines the relative rights of Holders and holders of Designated Senior Indebtedness of a Guarantor. Nothing in this Indenture shall:

(i) impair, as between such Guarantor and Holders, the obligation of such Guarantor, which is absolute and unconditional, to make payments under its Guarantee in accordance with its terms;

(ii) prevent the Trustee or any Holder from exercising its available remedies upon a default by such Guarantor under its obligations with respect to its Guarantee, subject to the rights of holders of Designated Senior Indebtedness of such Guarantor to receive payments or distributions otherwise payable to Holders and such other rights of such holders of Designated Senior Indebtedness as set forth herein; or

(iii) affect the relative rights of Holders and creditors of such Guarantor other than their rights in relation to holders of the Designated Senior Indebtedness of such Guarantor.

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Section 11.08 Subordination May Not Be Impaired by a Guarantor .

No right of any holder of Designated Senior Indebtedness of a Guarantor to enforce the subordination of the Obligations of such Guarantor under its Guarantee shall be impaired by any act or failure to act by such Guarantor or by its failure to comply with this Indenture.

Section 11.09 Rights of Trustee and Paying Agent .

Notwithstanding Section 11.03 hereof, the Trustee or any Paying Agent may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any payments unless a Responsible Officer of the Trustee receives notice satisfactory to it that payments may not be made under this Article 11; provided , however , that notwithstanding the foregoing, the subordination of the Guarantees to the Designated Senior Indebtedness of the Guarantors shall not be affected and the Holders receiving any payments in contravention of Section 11.02 and/or 11.03 (and such respective payments) shall otherwise be subject to the provisions of this Article 11. A Guarantor, the Registrar, the Paying Agent, a Representative or a holder of Designated Senior Indebtedness of such Guarantor shall be entitled to give the notice that payments may not be made under this Article 11; provided , however , that, if an issue of Designated Senior Indebtedness of such Guarantor has a Representative, only the Representative shall be entitled to give such notice.

The Trustee in its individual or any other capacity shall be entitled to hold any Designated Senior Indebtedness of a Guarantor with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 11 with respect to any Designated Senior Indebtedness of a Guarantor which may at any time be held by it, to the same extent as any other holder of such Designated Senior Indebtedness; and nothing in Article 7 hereof shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 11 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof or any other Section of this Indenture.

Section 11.10 Distribution or Notice to Representative .

Whenever a distribution is to be made or a notice given to holders of any Designated Senior Indebtedness of a Guarantor, the distribution may be made and the notice given to their Representative (if any).

Section 11.11 Article 11 Not To Prevent Events of Default or Limit Right To Demand Payment .

The failure of a Guarantor to make a payment pursuant its Guarantee by reason of any provision in this Article 11 shall not be construed as preventing the occurrence of a default by such Guarantor under its Guarantee. Nothing in this Article 11 shall have any effect on the right of the Holders or the Trustee to make a demand for payment on a Guarantor pursuant to Article 10 hereof.

Section 11.12 Trust Moneys Not Subordinated .

Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal (including any accretion) of and interest on the Notes pursuant to Article 8 or Article 12 hereof shall not be subordinated to the prior payment of any Designated Senior Indebtedness of any Guarantor or subject to the restrictions set forth in this Article 11, and none of the Holders shall be obligated to pay over any such amount to such Guarantor or any holder of Designated Senior Indebtedness of such Guarantor or any

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other creditor of such Guarantor; provided , that the subordination provisions of this Article 11 were not violated at the time the applicable amounts were deposited in trust pursuant to Article 8 or Article 12 hereof, as the case may be, and such deposit was otherwise made in accordance with Article 8 or Article 12 hereof.

Section 11.13 Trustee Entitled To Rely .

Upon any payment or distribution pursuant to this Article 11, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 11.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Representatives of Designated Senior Indebtedness of a Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Designated Senior Indebtedness and other Indebtedness of such Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 11. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Designated Senior Indebtedness of a Guarantor to participate in any payment or distribution pursuant to this Article 11, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Designated Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 11, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 11.

Section 11.14 Trustee To Effectuate Subordination .

A Holder by its acceptance of a Note agrees to be bound by this Article 11 and authorizes and expressly directs the Trustee, on its behalf, to take such action as may be necessary or appropriate to effectuate the subordination between the Holders and the holders of Designated Senior Indebtedness of a Guarantor as provided in this Article 11 and appoints the Trustee as its attorney-in-fact for such purpose.

If the Trustee does not file a Proper Proof of Claim in any proceeding prior to 15 days before the expiration of the time to file a Proof of Claim in such proceeding, then the holders of Designated Senior Indebtedness of any Guarantor (or their Representative) are hereby authorized to have the right to file and are (or is) hereby authorized to file, in the name of the Trustee, a Proof of Claim for and on behalf of the Holders; provided , that (i) if the holders of the Designated Senior Indebtedness of such Guarantor (or their Representative) file any Proof of Claim as contemplated above and the Trustee shall subsequently file a Proper Proof of Claim in such proceeding before the expiration of the time to file a Proof of Claim in such proceeding, such subsequent Proper Proof of Claim filed by the Trustee shall supersede any such Proof of Claim theretofore filed by the holders of the Designated Senior Indebtedness of such Guarantor (or their Representative), and such Proof of Claim theretofore filed by the holders of the Designated Senior Indebtedness of such Guarantor (or their Representative) shall thereupon be deemed to be withdrawn, and (ii) the foregoing provisions of this paragraph shall not be construed to authorize the holders of the Designated Senior Indebtedness (or their Representative) to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes, or to authorize the holders of the Designated Senior Indebtedness (or their Representative) to vote in respect of the claim of any Holder in any such proceeding. This Section 11.14 is intended solely to permit the holders of Designated Senior Indebtedness of any Guarantor to preserve their “turnover

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right” pursuant to the applicable subordination provisions in this Article 11 in circumstances where a Proper Proof of Claim has not been filed by the Trustee before the expiration of the time to file a Proof of Claim in a bankruptcy proceeding, and nothing herein shall impair the rights of the Trustee under Section 6.13 and 7.07 hereof.

Section 11.15 Trustee Not Fiduciary for Holders of Designated Senior Indebtedness of Guarantors .

The Trustee shall not be deemed to owe any fiduciary duty to the holders of any Designated Senior Indebtedness of a Guarantor and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or such Guarantor or any other Person, money or assets to which any holders of any Designated Senior Indebtedness of such Guarantor shall be entitled by virtue of this Article 11 or otherwise.

Section 11.16 Reliance by Holders of Designated Senior Indebtedness of a Guarantor on Subordination Provisions .

Each Holder by accepting a Note acknowledges and agrees that the subordination provisions in this Article 11 are, and are intended to be, an inducement and a consideration to each holder of any Designated Senior Indebtedness of a Guarantor, whether such Designated Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Designated Senior Indebtedness, and such holder of such Designated Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Designated Senior Indebtedness.

Without in any way limiting the generality of the foregoing paragraph, the holders of any Designated Senior Indebtedness of a Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article 11 or the obligations hereunder of the Holders to the holders of such Designated Senior Indebtedness of such Guarantor, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Designated Senior Indebtedness of such Guarantor, or otherwise amend or supplement in any manner such Designated Senior Indebtedness of such Guarantor, or any instrument evidencing the same or any agreement under which such Designated Senior Indebtedness of such Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Designated Senior Indebtedness of such Guarantor; (iii) release any Person liable in any manner for the payment or collection of such Designated Senior Indebtedness of such Guarantor; and (iv) exercise or refrain from exercising any rights against such Guarantor and any other Person.

ARTICLE 12

SATISFACTION AND DISCHARGE

Section 12.01 Satisfaction and Discharge .

This Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either:

(1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

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(2) (A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, shall become due and payable within one year or are to be called for redemption and redeemed within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption thereof, as the case may be;

(B) no Default (other than that resulting from borrowing funds to be applied to make such deposit or any similar and simultaneous deposit relating to other Indebtedness and in each case, the granting of Liens in connection therewith) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under any Senior Credit Facility or any other material agreement or instrument governing Indebtedness (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith);

(D) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 12.01, the provisions of Section 12.02 and Section 8.06 hereof shall survive such satisfaction and discharge.

Section 12.02 Application of Trust Money .

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 12.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and Special Interest, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

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If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 12.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.01 hereof; provided that if the Issuer has made any payment of principal of, premium and Special Interest, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 13

MISCELLANEOUS

Section 13.01 Trust Indenture Act Controls .

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control.

Section 13.02 Notices .

Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), facsimile or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuer and/or any Guarantor:

Clear Channel Communications, Inc.

200 East Basse Road

San Antonio, TX 78209

Attention: Brian Coleman, Senior Vice President and Treasurer

Telephone: (210) 832-3311

Facsimile: (210) 832-3432

with a copy to:

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY

Attention: Jay J. Kim, Esq.

Telephone: (212) 596-9000

Facsimile: (212) 596-9090

If to the Trustee:

Law Debenture Trust Company of New York

400 Madison Avenue, Suite 4D

New York, NY 10017

Attention: Vice President

Telephone: (212) 750-6474

Facsimile: (212) 750-1361

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If to the initial Paying Agent and Registrar:

Deutsche Bank Trust Company Americas

60 Wall Street, 27th Floor

MS: NYC60-2710

New York, NY 10005

Attention.: Trust & Securities Services

Facsimile: (732) 578-4635

with a copy to:

Deutsche Bank National Trust Company

25 DeForest Avenue

Mail Stop: SUM01-0105

Summit, New Jersey 07901

Attention: Trust & Securities Services

Facsimile: (732) 578-4635

The Issuer, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; and, subject to compliance with the Trust Indenture Act, on the first date on which publication is made, if given by publication; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof.

Any notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed or otherwise delivered in the manner provided above within the time prescribed, such notice or communication shall be deemed duly given, whether or not the addressee receives it.

If the Issuer mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

Section 13.03 Communication by Holders of Notes with Other Holders of Notes .

Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).

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Section 13.04 Certificate and Opinion as to Conditions Precedent .

Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:

(a) An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 13.05 Statements Required in Certificate or Opinion .

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include:

(a) a statement that the Person making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with; provided , however , that with respect to matters of fact an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials.

Section 13.06 Rules by Trustee and Agents .

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders .

No past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Issuer or any Guarantor or any of their direct or indirect parent companies shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

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Section 13.08 Governing Law .

THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 13.09 Waiver of Jury Trial .

EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 13.10 Force Majeure .

In no event shall the Trustee or any Agent be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

Section 13.11 No Adverse Interpretation of Other Agreements .

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 13.12 Successors .

All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.06 hereof.

Section 13.13 Severability .

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 13.14 Counterpart Originals .

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument.

Section 13.15 Table of Contents, Headings, etc .

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

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Section 13.16 Qualification of Indenture .

The Issuer and the Guarantors shall qualify this Indenture under the Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuer, the Guarantors and the Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Issuer and the Guarantors any such Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act.

[Signatures on following page]

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BT TRIPLE CROWN MERGER CO., INC., as Issuer

By:		/s/ John P. Connaughton
Name:		John P. Connaughton
Title:		Co-President and Secretary

The undersigned hereby acknowledges and agrees that, upon the effectiveness of the merger of BT Triple Crown Merger Co., Inc. with and into Clear Channel Communications, Inc. with Clear Channel Communications, Inc. continuing as the surviving corporation under the name “Clear Channel Communications, Inc.”, it will succeed by operation of law to all of the rights and obligations of BT Triple Crown Merger Co., Inc. set forth herein and that all references herein to the “Issuer” shall thereupon be deemed to be references to the undersigned.


CLEAR CHANNEL COMMUNICATIONS, INC.

By:		/s/ Mark P. Mays
Name:		Mark P. Mays
Title:		Chief Executive Officer and Chief Operating Officer

Signature Page to Indenture


LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee

By:		/s/ James D. Heaney
Name:		James D. Heaney
Title:		Vice President

Signature Page to Indenture


DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Registrar and Transfer Agent

By:		/s/ Annie Jaghatspanyan
Name:		Annie Jaghatspanyan
Title:

By:		/s/ Jennifer Davis
Name:		Jennifer Davis
Title:		Asscociate

Signature Page to Indenture

Exhibit 10.17

EXECUTION COPY

SUPPLEMENTAL INDENTURE

Supplemental Indenture (this “ Supplemental Indenture ”), dated as of July 30, 2008, among Clear Channel Capital I, LLC, a Delaware limited liability company (“ Holdings ”), the direct parent of Clear Channel Communications, Inc., a Texas corporation (the “ Issuer ”), each of the Issuer’s Restricted Subsidiaries party hereto (collectively, the “ Restricted Guarantors ,” and together with Holdings, the “ Guarantors ”) and Law Debenture Trust Company of New York, as trustee (the “ Trustee ”).

WITNESSETH

WHEREAS, Clear Channel Communications, Inc. has heretofore executed and delivered to the Trustee an indenture (the “ Indenture ”), dated as of July 30, 2008, providing for the issuance of an unlimited aggregate principal amount of 10.75% Senior Cash Pay Notes due 2016 (the “ Senior Cash Pay Notes ”) and 11.00% / 11.75% Senior Toggle Notes due 2016 (the “ Senior Toggle Notes ” and together with the Senior Cash Pay Notes, the “ Notes ”);

WHEREAS, the Indenture provides that under certain circumstances the Guarantors shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guarantors shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and in the Indenture (the “ Guarantee ”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1) Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee . Each of the Guarantors hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture including but not limited to Articles 10 and 11 thereof.

(3) No Recourse Against Others . No past, present or future director, officer, employee, incorporator, member, partner or stockholder of any Guarantor or any of its direct or indirect parent companies shall have any liability for any obligations of the Issuer or the Guarantors (including the Guarantors party hereto) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Guarantee provided herein.

(4) Governing Law . THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(5) Counterparts . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

(6) Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.

(7) The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guarantors.

(8) Subrogation . Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by the Guarantors pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guarantors shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture or the Notes shall have been paid in full.

(9) Benefits Acknowledged . Each Guarantor’s Guarantee is subject to the terms and conditions set forth in the Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

(10) Successors . All agreements of each Guarantor in this Supplemental Indenture shall bind its Successors, except as otherwise provided in the Indenture or in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


CLEAR CHANNEL CAPITAL I, LLC

By:		/s/ Edward J. Han
Name:		Edward J. Han
Title:		Manager and Authorized Signatory

ACKERLEY VENTURES, INC.
AK MOBILE TELEVISION, INC.
AMFM AIR SERVICES, INC.
AMFM BROADCASTING, INC.
AMFM HOLDINGS INC.
AMFM INC.
AMFM INTERNET HOLDING INC.
AMFM OPERATING INC.
AMFM RADIO GROUP, INC.
AMFM SHAMROCK TEXAS, INC.
AMFM.COM INC.
BEL MEADE BROADCASTING COMPANY, INC.
BROADCAST ARCHITECTURE, INC.
BROADCAST FINANCE, INC.
CAPSTAR BROADCASTING PARTNERS, INC.
CAPSTAR RADIO OPERATING COMPANY
CC BROADCAST HOLDINGS, INC.
CC HOLDINGS-NEVADA, INC.
CC IDENTITY HOLDINGS, INC.
CCBL FCC HOLDINGS, INC.
CENTRAL NY NEWS, INC.
CHRISTAL RADIO SALES, INC.
CINE GUARANTORS II, INC.
CITICASTERS CO.
CITICASTERS FCC HOLDINGS, INC.
CLEAR CHANNEL BROADCASTING LICENSES, INC.
CLEAR CHANNEL BROADCASTING, INC.
CLEAR CHANNEL COMPANY STORE, INC.
CLEAR CHANNEL HOLDINGS, INC.
CLEAR CHANNEL INTANGIBLES, INC.
CLEAR CHANNEL INVESTMENTS, INC.
CLEAR CHANNEL MEXICO HOLDINGS, INC.
CLEAR CHANNEL SATELLITE SERVICES, INC.
CLEAR CHANNEL WIRELESS, INC.
CLEARMART, INC.

By:		/s/ Brian Coleman
Name:		Brian Coleman
Title:		Senior Vice President/Treasurer

Signature Page to Supplemental Indenture


CONCORD MEDIA GROUP, INC.
CRITICAL MASS MEDIA, INC.
JACOR BROADCASTING CORPORATION
JACOR BROADCASTING OF COLORADO, INC.
JACOR BROADCASTING OF DENVER, INC.
JACOR COMMUNICATIONS COMPANY
JACOR/PREMIERE HOLDING, INC.
KATZ COMMUNICATIONS, INC.
KATZ MEDIA GROUP, INC.
KATZ MILLENNIUM SALES & MARKETING INC.
KATZ NET RADIO SALES, INC.
KTZMEDIA CORPORATION
M STREET CORPORATION
PREMIERE RADIO NETWORKS, INC.
RADIO-ACTIVE MEDIA, INC.
TERRESTRIAL RF LICENSING, INC.
THE NEW RESEARCH GROUP, INC.
ACKERLEY BROADCASTING FRESNO, LLC
ACKERLEY BROADCASTING OPERATIONS, LLC
CC IDENTITY GP, LLC
CC LICENSES, LLC
CCBL GP, LLC
CLEAR CHANNEL COLLECTIVE MARKETING, LLC
CLEAR CHANNEL GP, LLC
CLEAR CHANNEL REAL ESTATE, LLC

By:		/s/ Brian Coleman
Name:		Brian Coleman
Title:		Senior Vice President/Treasurer

AMFM BROADCASTING LICENSES, LLC
By AMFM BROADCASTING, INC.
Its sole member

By:		/s/ Brian Coleman
Name:		Brian Coleman
Title:		Senior Vice President/Treasurer

AMFM MICHIGAN, LLC
By CAPSTAR TX LIMITED PARTNERSHIP
Its sole member

By AMFM SHAMROCK TEXAS, INC.
Its General Partner

By:		/s/ Brian Coleman
Name:		Brian Coleman
Title:		Senior Vice President/Treasurer

Signature Page to Supplemental Indenture


AMFM RADIO LICENSES, LLC
By CAPSTAR RADIO OPERATING COMPANY
Its sole member

By:		/s/ Brian Coleman
Name:		Brian Coleman
Title:		Senior Vice President/Treasurer

AMFM TEXAS, LLC
By AMFM BROADCASTING, INC.
Its sole member

By:		/s/ Brian Coleman
Name:		Brian Coleman
Title:		Senior Vice President/Treasurer

CITI GP, LLC
By CITICASTERS CO.
Its sole member

By:		/s/ Brian Coleman
Name:		Brian Coleman
Title:		Senior Vice President/Treasurer

CLEAR CHANNEL AVIATION, LLC
By RADIO-ACTIVE MEDIA, INC.
Its sole member

By:		/s/ Brian Coleman
Name:		Brian Coleman
Title:		Senior Vice President/Treasurer

M STREET L.L.C.
By CRITICAL MASS MEDIA, INC.
Its Managing Member

By:		/s/ Brian Coleman
Name:		Brian Coleman
Title:		Senior Vice President/Treasurer

Signature Page to Supplemental Indenture


MUSICPOINT INTERNATIONAL, L.L.C.
By CLEAR CHANNEL MANAGEMENT SERVICES, L.P.
Its sole member

By CLEAR CHANNEL GP, LLC
Its General Partner

By:		/s/ Brian Coleman
Name:		Brian Coleman
Title:		Senior Vice President/Treasurer

WESTCHESTER RADIO, L.L.C.
By CAPSTAR RADIO OPERATING COMPANY
Its sole member

By:		/s/ Brian Coleman
Name:		Brian Coleman
Title:		Senior Vice President/Treasurer

AMFM TEXAS BROADCASTING, LP
By AMFM BROADCASTING, INC.
Its General Partner

By:		/s/ Brian Coleman
Name:		Brian Coleman
Title:		Senior Vice President/Treasurer

AMFM TEXAS LICENSES, LP
By AMFM SHAMROCK TEXAS, INC.
Its General Partner

By:		/s/ Brian Coleman
Name:		Brian Coleman
Title:		Senior Vice President/Treasurer

CAPSTAR TX LIMITED PARTNERSHIP
By AMFM SHAMROCK TEXAS, INC.
Its General Partner

By:		/s/ Brian Coleman
Name:		Brian Coleman
Title:		Senior Vice President/Treasurer

Signature Page to Supplemental Indenture


CCB TEXAS LICENSES, L.P.
By CCBL GP, LLC
Its General Partner

By:		/s/ Brian Coleman
Name:		Brian Coleman
Title:		Senior Vice President/Treasurer

CITICASTERS LICENSES, L.P.
By CITI GP, LLC
Its General Partner

By CITICASTERS CO.
Its sole member

By:		/s/ Brian Coleman
Name:		Brian Coleman
Title:		Senior Vice President/Treasurer

CLEAR CHANNEL IDENTITY, L.P.
By CC IDENTITY GP, LLC
Its General Partner

By:		/s/ Brian Coleman
Name:		Brian Coleman
Title:		Senior Vice President/Treasurer

CLEAR CHANNEL MANAGEMENT SERVICES, L.P.
By CLEAR CHANNEL GP, LLC
Its General Partner

By:		/s/ Brian Coleman
Name:		Brian Coleman
Title:		Senior Vice President/Treasurer

Signature Page to Supplemental Indenture


LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee

By:		/s/ James D. Heaney
Name:		James D. Heaney
Title:		Vice President

Signature Page to Supplemental Indenture

Exhibit 10.18

EXECUTION COPY

CLEAR CHANNEL COMMUNICATIONS, INC.

REGISTRATION RIGHTS AGREEMENT

$980,000,000 Senior Cash Pay Notes due 2016

$1,330,000,000 Senior Toggle Notes due 2016

July 30, 2008

DEUTSCHE BANK SECURITIES INC.

MORGAN STANLEY & CO. INCORPORATED

CITIGROUP GLOBAL MARKETS INC.

CREDIT SUISSE SECURITIES (USA) LLC

GREENWICH CAPITAL MARKETS, INC.

WACHOVIA CAPITAL MARKETS, LLC

c/o Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Ladies and Gentlemen:

BT Triple Crown Merger Co., Inc., a Delaware corporation (“ Merger Sub ”), has sold to certain purchasers (the “ Initial Purchasers ”), for whom you (the “ Representatives ”) are acting as representatives, its 10.75% Senior Cash Pay Notes due 2016 in the principal amount of $980,000,000 (the “ Senior Cash Pay Notes ”) and its 11.00%/11.75% Senior Toggle Notes due 2016 in the principal amount of $1,330,000,000 (the “ Senior Toggle Notes ” and together with the Senior Cash Pay Notes, the “ Senior Notes ”), upon the terms set forth in the Purchase Agreement among Merger Sub and the Representatives dated May 13, 2008 (the “ Purchase Agreement ”) relating to the initial placement of the Senior Notes and related guarantees (as described below) (the “ Initial Placement ”). The Senior Notes were issued by Merger Sub prior to the consummation of the Merger and pursuant to an indenture, dated as of the date hereof (the “ Indenture ”), among Merger Sub, Law Debenture Trust Company of New York, as trustee (the “ Trustee ”), Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent, and, immediately following the consummation of the Merger, Clear Channel Communications, Inc., a Texas corporation (the “ Company ”), as supplemented by a Supplemental Indenture, dated as of the date hereof (the “ Supplemental Indenture ”), among the Guarantors (as defined below) and the Trustee. Following the consummation of the Merger of Merger Sub with and into the Company, the Company succeeded to and assumed the obligations of Merger Sub under the Indenture. The Issuers (as defined below) agree with you for your benefit and the benefit of the holders from time to time of the Securities (as defined below) (including the Initial Purchasers) (each a “ Holder ” and, collectively, the “ Holders ”), as follows:

The Senior Notes will be unconditionally guaranteed by the guarantors listed in Annex A hereto (the “ Guarantors ” and, together with the Company, the “ Issuers ”) on an unsecured

basis and will be subordinated only to the Guarantors’ guarantees of the Senior Secured Credit Facilities (as defined in the Purchase Agreement) and as further described in the Offering Memorandum (as defined below). The Senior Cash Pay Notes, together with the related guarantees (the “ Senior Cash Pay Guarantees ”), to be resold by the Initial Purchasers to certain purchasers, are referred to herein as the “ Senior Cash Pay Securities .” The Senior Toggle Notes, together with the related guarantees (the “ Senior Toggle Guarantees ”), to be resold by the Initial Purchasers to certain purchasers, are referred to herein as the “ Senior Toggle Securities ” and, together with the Senior Cash Pay Securities, the “ Securities .”

1. Definitions . Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings:

“ Additional Interest ” shall have the meaning set forth in Section 8 hereof.

“ Affiliate ” shall have the meaning specified in Rule 405 under the Securities Act and the terms “controlling” and “controlled” shall have meanings correlative thereto.

“ Agreement ” shall mean this Registration Rights Agreement.

“ Automatic Shelf Registration Statement ” shall have the meaning set forth in Section 3(b) hereof.

“ broker-dealer ” shall mean any broker or dealer registered as such under the Exchange Act.

“ Business Day ” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

“ Class ” shall mean all Senior Cash Pay Securities and New Securities issued in exchange for Senior Cash Pay Securities or all Senior Toggle Securities and New Securities issued in exchange for Senior Toggle Securities, as appropriate.

“ Closing Date ” shall mean the date of the first issuance of the Securities (determined without regard to any reopening of the Indenture that may occur).

“ Commission ” shall mean the Securities and Exchange Commission.

“ Company ” shall have the meaning set forth in the preamble hereto.

“ Conduct Rules ” shall mean the Conduct Rules and the By-Laws of the Financial Industry Regulatory Authority.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

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“ Exchange Offer Registration Period ” shall mean the 180-day period following the consummation of a Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement relating to such Registered Exchange Offer.

“ Exchange Offer Registration Statement ” shall mean a registration statement of the Issuers on an appropriate form under the Securities Act with respect to a Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“ Exchanging Dealer ” shall mean any Holder (which may include any Initial Purchaser) that is a broker-dealer and elects to exchange for New Securities any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from any Issuer or any Affiliate of any Issuer).

“ Freely Tradable ” means, with respect to a Security, a Security that at any time of determination (i) may be sold to the public in accordance with Rule 144 under the Securities Act (“ Rule 144 ”) by a person that is not an “affiliate” (as defined in Rule 144) of the Issuers where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d) of Rule 144, so long as such holding period requirement is satisfied at such time of determination) and (ii) does not bear any restrictive legends relating to the Securities Act.

“ Guarantees ” shall have the meaning set forth in the preamble hereto.

“ Guarantors ” shall have the meaning set forth in the preamble hereto.

“ Holder ” shall have the meaning set forth in the preamble hereto.

“ Indenture ” shall have the meaning set forth in the preamble hereto.

“ Initial Placement ” shall have the meaning set forth in the preamble hereto.

“ Initial Purchasers ” shall have the meaning set forth in the preamble hereto.

“ Inspector ” shall have the meaning set forth in Section 4(q)(i) hereof.

“ Issuers ” shall have the meaning set forth in the preamble hereto.

“ Losses ” shall have the meaning set forth in Section 6(d) hereof.

“ Majority Holders ” shall mean, with respect to any Class on any date, Holders of a majority of the aggregate principal amount of such Class of Securities registered under a Registration Statement.

“ Managing Underwriters ” shall mean the investment banker or investment bankers and manager or managers that administer an underwritten offering, if any, under a Registration Statement.

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“ New Securities ” shall mean debt securities of the Company and guarantees by the Guarantors, in each case identical in all material respects to the Senior Cash Pay Securities or the Senior Toggle Securities, as applicable (except that the transfer restrictions shall be modified or eliminated, as appropriate), to be issued under the Indenture in connection with sales or exchanges effected pursuant to this Agreement.

“ Offering Memorandum ” shall mean the offering memorandum delivered to the Initial Purchasers, dated as of July 30, 2008, relating to the offer and sale of the Senior Notes and related guarantees, including any and all exhibits thereto and any information incorporated by reference therein as of such date.

“ Prospectus ” shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Securities or the New Securities covered by such Registration Statement, and all amendments and supplements thereto, including any and all exhibits thereto and any information incorporated by reference therein.

“ Purchase Agreement ” shall have the meaning set forth in the preamble hereto.

“ Registered Exchange Offer ” shall mean the proposed offer of the Issuers to issue and deliver to the Holders of either Class of Securities that are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for such Securities, a like aggregate principal amount of New Securities of such Class.

“ Registrable Securities ” shall mean the Securities; provided that, with respect to either Class of Securities, the Securities of such Class shall cease to be Registrable Securities on the earliest to occur of (i) the date on which a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) the date on which such Securities cease to be outstanding or (iii) the date on which such Securities are Freely Tradable.

“ Registration Default ” shall have the meaning set forth in Section 8 hereof.

“ Registration Statement ” shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers either Class of Securities or New Securities, as applicable, pursuant to the provisions of this Agreement, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein.

“ Securities ” shall have the meaning set forth in the preamble hereto.

“ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“ Senior Cash Pay Notes ” shall have the meaning set forth in the preamble hereto.

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“ Senior Cash Pay Securities ” shall have the meaning set forth in the preamble hereto.

“ Senior Notes ” shall have the meaning set forth in the preamble hereto.

“ Senior Secured Credit Facilities ” shall have the meaning set forth in the preamble hereto.

“ Senior Toggle Notes ” shall have the meaning set forth in the preamble hereto.

“ Senior Toggle Securities ” shall have the meaning set forth in the preamble hereto.

“ Shelf Registration ” shall mean a registration effected pursuant to Section 3 hereof.

“ Shelf Registration Period ” shall have the meaning set forth in Section 3(c) hereof.

“ Shelf Registration Statement ” shall mean a “shelf” registration statement of the Company pursuant to the provisions of Section 3 hereof which covers some or all of either Class of the Securities or New Securities, as applicable, on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“ Trustee ” shall have the meaning set forth in the preamble hereto.

“ Trust Indenture Act ” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.

“ Underwriter ” shall mean any underwriter of Securities in connection with an offering thereof under a Shelf Registration Statement.

2. Registered Exchange Offer .

(a) The Issuers shall use their commercially reasonable efforts to prepare and file with the Commission the Exchange Offer Registration Statements with respect to each Registered Exchange Offer. The Issuers shall use their commercially reasonable efforts to cause the Exchange Offer Registration Statements to become effective under the Securities Act within 300 days of the Closing Date.

(b) Upon the effectiveness of the applicable Exchange Offer Registration Statement, the Issuers shall promptly commence the Registered Exchange Offer, with respect to the Class of Securities registered pursuant to such Exchange Offer Registration Statement, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities of such Class for New Securities of that Class (assuming that such Holder is not an

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Affiliate of any Issuer, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.

(i) mail to each Holder of such Class a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(ii) keep the Registered Exchange Offer open for not less than 20 Business Days after the date notice thereof is mailed to such Holders (or, in each case, longer if required by applicable law);

(iii) use their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Securities Act, supplemented and amended as required, under the Securities Act to ensure that it is available for sales of New Securities of such Class by Exchanging Dealers during the applicable Exchange Offer Registration Period;

(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;

(v) permit such Holders to withdraw tendered Securities of such Class at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;

(vi) prior to effectiveness of the related Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting such Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Morgan Stanley and Co., Inc . (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any person to distribute the New Securities to be received in such Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in such Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Securities; and

(vii) comply in all material respects with all applicable laws.

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(d) As soon as practicable after the close of a Registered Exchange Offer of a Class of Securities, the Issuers shall:

(i) accept for exchange all Securities of such Class tendered and not validly withdrawn pursuant to the Registered Exchange Offer;

(ii) deliver to the Trustee for cancellation in accordance with Section 4(s) all Securities so accepted for exchange; and

(iii) cause the Trustee promptly to authenticate and deliver to each Holder of Securities a principal amount of New Securities of such Class equal to the principal amount of the Securities of such Class of such Holder so accepted for exchange.

(e) Each Holder hereby acknowledges and agrees that any broker-dealer and any such Holder using a Registered Exchange Offer to participate in a distribution of New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction, which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Securities Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Issuers or their Affiliates. Accordingly, each Holder participating in a Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of such Registered Exchange Offer:

(i) any New Securities to be received by such Holder will be acquired in the ordinary course of business;

(ii) such Holder will have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the applicable Securities or the applicable New Securities;

(iii) such Holder is not an Affiliate of any of the Issuers;

(iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the applicable New Securities; and

(v) if such Holder is a broker-dealer that will receive New Securities for its own account in exchange for any Securities that were acquired as a result of market-making or other trading activities, that it will deliver a prospectus in connection with any resale of such New Securities.

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(f) If any Initial Purchaser determines that it is not eligible to participate in a Registered Exchange Offer with respect to the exchange of Securities of either Class constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the person purchasing New Securities of such Class registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their commercially reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities of such Class issued pursuant to a Registered Exchange Offer.

(g) Interest on each New Security issued pursuant to a Registered Exchange Offer will accrue (i) from the later of (A) the last interest payment date on which interest was paid on the Securities surrendered in exchange therefor and (B) if the Securities are surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date, or (ii) if no interest has been paid on the Securities, from the Closing Date.

(h) The obligations of the Issuers under a Registered Exchange Offer shall be subject to the conditions that (i) such Registered Exchange Offer does not violate applicable law or any applicable interpretation of the staff of the Commission; (ii) no action or proceeding shall have been instituted in any court or by any governmental agency which might materially impair the ability of the Issuers to proceed with such Registered Exchange Offer, and no material adverse development shall have occurred in any existing action or proceeding with respect to the Issuers and (iii) all governmental approvals required for the consummation of such Registered Exchange Offer by the Issuers shall have been obtained. Notwithstanding anything to the contrary set forth above in this Section 2, the requirements to commence and complete a Registered Exchange Offer shall terminate at such time as all of the Securities are Freely Tradable.

3. Shelf Registration .

(a) If an Exchange Offer Registration Statement with respect to either Class of Securities is required to be filed and declared effective pursuant to Section 2(a) above, and (i) due to any change in law or currently prevailing interpretations thereof by the Commission’s staff, the Issuers determine upon advice of their outside counsel that they are not permitted to effect a Registered Exchange Offer with respect to such Class of Securities as contemplated by Section 2 hereof; (ii) for any other reason a Registered Exchange Offer with respect to such Class of Securities is not consummated within 300 days of the date hereof; (iii) any Initial Purchaser so requests with respect to Securities of either Class that are not eligible to be exchanged for New Securities of such Class in the applicable Registered Exchange Offer and that are held by it following consummation of such Registered Exchange Offer; or (iv) in the case of any Initial Purchaser that participates in a Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, which Initial Purchaser does not receive Freely Tradable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser must deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such

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New Securities being not Freely Tradable; and (y) the requirement that an Exchanging Dealer must deliver a Prospectus in connection with sales of New Securities acquired in a Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not Freely Tradable), the Issuers shall effect a Shelf Registration Statement with respect to such Class in accordance with subsection (b) below.

(b) If a Shelf Registration Statement with respect to any Class of Securities is required to be filed and declared effective pursuant to this Section 3, the Issuers shall as promptly as practicable (but in no event more than 45 days after so required or requested pursuant to this Section 3), file with the Commission and shall use their commercially reasonable efforts to cause to be declared effective under the Securities Act within 300 days after so required or requested, a Shelf Registration Statement relating to the offer and sale of the applicable Class of Securities or the New Securities, as applicable (which may be an “automatic shelf registration statement” as defined in Rule 405 of the Securities Act (an “ Automatic Shelf Registration Statement ”), if the filing satisfies all relevant requirements for qualification as an Automatic Shelf Registration Statement), by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided , however , that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities or New Securities, as applicable, held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided , further , that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuers may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the applicable Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.

(c) Subject to Section 4(k), the Issuers shall use their commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act, until the earliest of (A) the first anniversary of the Closing Date; (B) the date upon which all the Securities or New Securities, as applicable, covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement; or (C) the date upon which all the Securities or New Securities, as applicable, of such Class, covered by such Shelf Registration Statement become Freely Tradable (the “ Shelf Registration Period ”). The Issuers shall be deemed not to have used their commercially reasonable efforts to keep a Shelf Registration Statement effective during the applicable Shelf Registration Period if they voluntarily take any action that would result in Holders of Securities or New Securities, as applicable, covered thereby not being able to offer and sell such Securities or New Securities, as applicable, at any time during the Shelf Registration Period, unless such action is (x) required by applicable law or otherwise undertaken by the Issuers in good faith and for valid business reasons (not including avoidance of the Issuers’ obligations hereunder), including the acquisition or divestiture of assets or a financing, and (y) permitted pursuant to Section 4(k)(ii) hereof. Notwithstanding anything to the contrary set forth in this Section 3, the requirements to

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file a Shelf Registration Statement providing for the sale of all Registrable Securities of a particular Class and to have such Shelf Registration Statement become effective and remain effective shall terminate at such time as all of the Securities of such Class are Freely Tradable.

(d) The Issuers shall cause each Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Securities Act; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

4. Additional Registration Procedures . In connection with any Shelf Registration Statement with respect to any Class of Securities and, to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply.

(a) The Issuers shall:

(i) furnish, in each case if requested in writing, to each of the Representatives, in the case of an Exchange Offer Registration Statement, and to counsel for the Holders of Registrable Securities of the applicable Class in the case of a Shelf Registration Statement, not less than five Business Days prior to the filing thereof with the Commission, a copy of any Exchange Offer Registration Statement, as applicable, and any Shelf Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein and shall use their commercially reasonable efforts to reflect in each such document, when so filed with the Commission, such comments as the Representatives reasonably propose;

(ii) include the information set forth in Annex B hereto on the facing page of the Exchange Offer Registration Statement, in Annex C hereto in the forepart of the Exchange Offer Registration Statement in a section setting forth details of the Registered Exchange Offer, in Annex D hereto in the underwriting or plan of distribution section of the Prospectus contained in the Exchange Offer Registration Statement, and in Annex E hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer;

(iii) if requested by an Initial Purchaser, include the information required by Item 507 or 508 of Regulation S-K, as applicable, in the Prospectus contained in the Exchange Offer Registration Statement; and

(iv) in the case of a Shelf Registration Statement, include the names of the Holders that propose to sell Securities pursuant to the Shelf Registration Statement as selling security holders.

(b) The Issuers shall ensure that:

(i) any Registration Statement and any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto complies in all material respects with the Securities Act; and

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(ii) any Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, it being understood that, with respect to the information about Holders in any Shelf Registration Statement, the Issuers will be relying solely on responses provided by Holders to a notice and questionnaire.

(c) The Issuers shall advise the Representatives and, to the extent the Issuers have been provided in writing a telephone or facsimile number and address for notices, the Holders of Securities of the applicable Class covered by any Shelf Registration Statement and any Exchanging Dealer of the applicable Class under any Exchange Offer Registration Statement, and, if requested by any Representative or any such Holder or Exchanging Dealer, shall confirm such advice in writing (which notice pursuant to clauses (ii) through (v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the Issuers shall have remedied the basis for such suspension):

(i) when a Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

(ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for additional information;

(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose;

(iv) of the receipt by the Issuers of any notification with respect to the suspension of the qualification of the securities included therein for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose; and

(v) unless notice has been provided pursuant to Section 4(k)(ii), of the happening of any event that requires any change in the Registration Statement or the Prospectus so that, as of such date, such Registration Statement and Prospectus (A) do not contain any untrue statement of a material fact and (B) do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

(d) The Issuers shall use their commercially reasonable efforts to obtain as soon as possible the withdrawal of any order suspending the effectiveness of any Registration Statement or the qualification of the securities therein for sale in any jurisdiction.

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(e) The Issuers shall furnish, upon written request, to each Holder of Securities covered by any Shelf Registration Statement, without charge, at least one copy of such Shelf Registration Statement and any post-effective amendment thereto, including all material incorporated therein by reference, and, if the Holder so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

(f) The Issuers shall, during the Shelf Registration Period, deliver to each Holder of Securities covered by any such Shelf Registration Statement, without charge, as many copies of the Prospectus (including the preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request. The Issuers consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Securities in connection with the offering and sale of the Securities covered by the Prospectus, or any amendment or supplement thereto, included in such Shelf Registration Statement.

(g) The Issuers shall furnish to each Exchanging Dealer which so requests, without charge, at least one copy of the applicable Exchange Offer Registration Statement and any post-effective amendment thereto, including all material incorporated by reference therein, and, if the Exchanging Dealer so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

(h) The Issuers shall promptly deliver to each Initial Purchaser, each Exchanging Dealer and each other person required to deliver a Prospectus during the applicable Exchange Offer Registration Period, without charge, as many copies of the Prospectus included in the applicable Exchange Offer Registration Statement and any amendment or supplement thereto as any such person may reasonably request. The Issuers consent to the use of such Prospectus or any amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer and any such other person that may be required to deliver a Prospectus following the applicable Registered Exchange Offer in connection with the offering and sale of the New Securities of the Class covered by the Prospectus, or any amendment or supplement thereto, included in such Exchange Offer Registration Statement.

(i) Prior to any such Registered Exchange Offer or any other offering of Securities pursuant to any Registration Statement, the Issuers shall arrange, if necessary, for the qualification of the Securities or the New Securities for sale under the laws of such jurisdictions as any Holder shall reasonably request and shall maintain such qualification in effect so long as required; provided that no Issuer will be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction or to taxation in any such jurisdiction where it is not then so subject.

(j) The Issuers shall cooperate with the Holders of Securities of the applicable Class to facilitate the timely preparation and delivery of certificates representing New Securities or Securities to be issued or sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as Holders may request.

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(k) (i) Subject to clause (ii) below, upon the occurrence of any event contemplated by subsections (c)(ii) through (v) above, the Issuers shall promptly (or within the time period provided for by clause (ii) hereof, if applicable) prepare a post-effective amendment to the applicable Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to the Initial Purchasers of the Securities included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In such circumstances, the period of effectiveness of any Exchange Offer Registration Statement provided for in Section 2 shall be extended by the number of days from and including the date of the giving of a notice of suspension pursuant to Section 4(c) to and including the date when the Initial Purchasers, the Holders of the Securities and any known Exchanging Dealer shall have received such amended or supplemented Prospectus pursuant to this Section.

(ii) Upon the occurrence or existence of any pending corporate development or any other material event that, in the reasonable judgment of the Issuers, makes it appropriate to suspend the availability of a Shelf Registration Statement and the related Prospectus, the Issuers shall give notice (without notice of the nature or details of such events) to the Holders of the Registrable Securities or New Securities, as applicable, of the Class covered by such Shelf Registration Statement that the availability of the Shelf Registration is suspended and, upon actual receipt of any such notice, each Holder agrees not to sell any Registrable Securities or New Securities, as applicable, pursuant to the Shelf Registration until such Holder’s receipt of copies of the supplemented or amended Prospectus provided for in clause (i) hereof, or until it is advised in writing by the Issuers that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The period during which the availability of the Shelf Registration and any Prospectus is suspended shall not exceed 45 days in any three-month period or 90 days in any twelve-month period.

(l) Not later than the effective date of any Registration Statement, the Issuers shall provide a CUSIP number for the Securities or the New Securities, as the case may be, registered under such Registration Statement and provide, as may be necessary, the Trustee with printed certificates for such Securities or New Securities, as applicable, in a form eligible for deposit with The Depository Trust Company.

(m) The Issuers shall comply with all applicable rules and regulations of the Commission and shall make generally available to its security holders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder as soon as practicable after the effective date of the applicable Registration Statement and in any event no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Issuers’ first fiscal quarter commencing after the effective date of the applicable Registration Statement.

(n) The Issuers shall cause the Indenture to be qualified under the Trust Indenture Act in a timely manner.

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(o) The Issuers may require each Holder of Securities to be sold pursuant to any Shelf Registration Statement to furnish to the Issuers such information regarding the Holder and the distribution of such Securities as the Issuers may from time to time reasonably require for inclusion in such Registration Statement. The Issuers may exclude from such Shelf Registration Statement the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request.

(p) In the case of any Shelf Registration Statement, the Issuers shall enter into customary agreements (including, if requested, an underwriting agreement in customary form) and take all other appropriate actions in order to expedite or facilitate the registration or the disposition of the Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 6 hereof (or such other provisions and procedures acceptable to the Majority Holders of such Class being registered and the Managing Underwriters, if any, with respect to all parties to be indemnified pursuant to Section 6).

(q) In the case of any Shelf Registration Statement, the Issuers shall:

(i) make reasonably available for inspection by a representative of the Holders of Securities of such Class to be registered thereunder (an “ Inspector ”), any underwriter participating in any disposition pursuant to such Registration Statement, one firm of accountants designated by the Majority Holders of Securities of such Class to be registered thereunder and one attorney and one firm of accountants designated by such underwriter or underwriters, at reasonable times and in a reasonable manner, all relevant financial and other records and pertinent corporate documents of the Issuers and their subsidiaries;

(ii) cause each Issuers’ officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Inspector or any such underwriter, attorney or accountant in connection with any such Registration Statement as is customary for similar due diligence examinations; provided , however , that any information that is designated in writing by the Issuers, in good faith, as confidential at the time of delivery of such information shall be kept confidential by such Inspector, underwriter or underwriters or any such attorney or accountant, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality;

(iii) make such representations and warranties to the Holders of Securities registered thereunder and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement;

(iv) obtain opinions of counsel to the Issuers and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably

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satisfactory to the Managing Underwriters, if any) addressed to each selling Holder and the underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters;

(v) obtain “comfort” letters and updates thereof from the independent certified public accountants of the Issuers (and, if necessary, any other independent certified public accountants of any subsidiary of the Issuers or of any business acquired by the Issuers for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each selling Holder of Securities registered thereunder and the underwriters, if any, in customary form and covering matters of the type customarily covered in “comfort” letters in connection with primary underwritten offerings; and

(vi) deliver such documents and certificates as may be reasonably requested by the Majority Holders of the Class registered or the Managing Underwriters, if any, including those to evidence compliance with Section 4(k) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Issuers.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this paragraph (q) shall be performed at (A) the effectiveness of such Registration Statement and each post-effective amendment thereto; and (B) each closing under any underwriting or similar agreement as and to the extent required thereunder.

(r) In the case of any Exchange Offer Registration Statement, the Issuers shall, if requested by an Initial Purchaser, or by a broker-dealer that holds Securities of the applicable Class that were acquired as a result of market-making or other trading activities:

(i) make reasonably available for inspection by the requesting party, one attorney and one firm of accountants designated by the requesting party, at reasonable times and in a reasonable manner, all relevant financial and other records, pertinent corporate documents and properties of the Issuers and their subsidiaries;

(ii) cause each Issuers’ officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the requesting party or any such attorney or accountant in connection with any such Registration Statement as is customary for similar due diligence examinations; provided , however , that any information that is designated in writing by the Issuers, in good faith, as confidential at the time of delivery of such information shall be kept confidential by such Initial Purchaser or any such attorney or accountant, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality;

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(iii) make such representations and warranties to the requesting party, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement;

(iv) obtain opinions of counsel to the Issuers and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the requesting party and its counsel), addressed to the requesting party, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by the requesting party or its counsel;

(v) obtain “comfort” letters and updates thereof from the independent certified public accountants of the Issuers (and, if necessary, any other independent certified public accountants of any subsidiary of the Issuers or of any business acquired by the Issuers for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to the requesting party, in customary form and covering matters of the type customarily covered in “comfort” letters in connection with primary underwritten offerings, or if requested by the requesting party or its counsel in lieu of a “comfort” letter, an agreed-upon procedures letter under Statement on Auditing Standards No. 35, covering matters requested by the requesting party or its counsel; and

(vi) deliver such documents and certificates as may be reasonably requested by the requesting party or its counsel, including those to evidence compliance with Section 4(k) and with conditions customarily contained in underwriting agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this Section shall be performed at the close of the Registered Exchange Offer and the effective date of any post-effective amendment to the Exchange Offer Registration Statement.

(s) If a Registered Exchange Offer is to be consummated, upon delivery of the Securities of the Class being registered by Holders to the Issuers (or to such other person as directed by the Issuers) in exchange for the New Securities of such Class, the Issuers shall mark, or caused to be marked, on the Securities so exchanged that such Securities are being cancelled in exchange for the New Securities. In no event shall the Securities be marked as paid or otherwise satisfied.

(t) The Issuers shall use their commercially reasonable efforts if the Securities of the Class being registered have been rated prior to the initial sale of such Securities, to confirm such ratings will apply to the Securities or the New Securities, as the case may be, covered by a Registration Statement.

(u) In the event that any broker-dealer shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Issuers shall assist such broker-dealer in complying with the Conduct Rules.

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(v) The Issuers shall use their commercially reasonable efforts to take all other steps necessary to effect the registration of either Class of Securities or New Securities, as the case may be, covered by a Registration Statement.

5. Registration Expenses . The Issuers shall bear all expenses incurred in connection with the performance of their obligations under Sections 2, 3 and 4 hereof and, in the event of any Shelf Registration Statement, will reimburse the Holders for the reasonable fees and disbursements of one firm or counsel (which shall initially be Cahill Gordon & Reindel LLP , but which may be another nationally recognized law firm experienced in securities matters designated by the Majority Holders of the Class being registered) to act as counsel for the Holders in connection therewith, and, in the case of any Exchange Offer Registration Statement, will reimburse the Initial Purchasers for the reasonable fees and disbursements of such counsel acting in connection therewith. Notwithstanding the foregoing, the Holders shall pay all agency fees and commissions and underwriting discounts and commissions and the fees and disbursements of any counsel or other advisors or experts retained by such Holders (severally or jointly), other than the one counsel specifically referred to above.

6. Indemnification and Contribution .

(a) The Issuers agree, jointly and severally, to indemnify and hold harmless each Holder of Securities or New Securities, as the case may be, covered by any Registration Statement, each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer, the directors, officers, employees, Affiliates and agents of each such Holder, Initial Purchaser or Exchanging Dealer and each person who controls any such Holder, Initial Purchaser or Exchanging Dealer within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary Prospectus or the Prospectus, in the light of the circumstances under which they were made) not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided , however , that no Issuer will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Issuers by or on behalf of any Initial Purchaser or any Holder specifically for inclusion therein. This indemnity agreement shall be in addition to any liability that the Issuers may otherwise have.

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Each Issuer also jointly and severally agrees to indemnify as provided in this Section 6(a) or contribute as provided in Section 6(d) hereof to Losses of each underwriter, if any, of Securities or New Securities, as the case may be, registered under a Shelf Registration Statement, their directors, officers, employees, Affiliates or agents and each person who controls such underwriter on substantially the same basis as that of the indemnification of the Initial Purchasers and the selling Holders provided in this Section 6(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 4(p) hereof.

(b) Each Holder of Securities covered by a Registration Statement (including each Initial Purchaser that is a Holder, in such capacity) severally and not jointly agrees to indemnify and hold harmless the Issuers, each of their respective directors, each of their respective officers who signs such Registration Statement and each person who controls the Issuers within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity from the Issuers to each such Holder, but only with reference to written information relating to such Holder furnished to the Issuers by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability that any such Holder may otherwise have.

(c) Promptly after receipt by an indemnified party under this Section 6 or notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided , however , that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified

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parties (such consent not be to unreasonably withheld or delayed), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each applicable indemnifying party shall have a joint and several obligation to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending any loss, claim, liability, damage or action) (collectively “ Losses ”) to which such indemnified party may be subject in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the Initial Placement and the Registration Statement which resulted in such Losses; provided , however , that in no case shall any Initial Purchaser be responsible, in the aggregate, for any amount in excess of the purchase discount or commission applicable to such Security, or in the case of a New Security, applicable to the Security that was exchangeable into such New Security, nor shall any underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the securities purchased by such underwriter under the Registration Statement which resulted in such Losses. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Issuer shall be deemed to be equal to the total net proceeds from the Initial Placement (before deducting expenses) as set forth in the Offering Memorandum. Benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions as set forth on the cover page of the Offering Memorandum, and benefits received by any other Holders shall be deemed to be equal to the value of receiving Securities or New Securities, as applicable, registered under the Securities Act. Benefits received by any underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus-forming a part of the Registration Statement which resulted in such Losses. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties agree that it would not be just and equitable if contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each person who controls a Holder within

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the meaning of either the Securities Act or the Exchange Act and each director, officer, employee and agent of such Holder shall have the same rights to contribution as such Holder, and each person who controls any Issuer within the meaning of either the Securities Act or the Exchange Act, each officer, director, employee and agent of Issuers who shall have signed the Registration Statement and each director of the Issuers shall have the same rights to contribution as the Issuers, subject in each case to the applicable terms and conditions of this paragraph (d).

(e) The provisions of this Section will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Issuers or any of the indemnified persons referred to in this Section 6, and will survive the sale by a Holder of securities covered by a Registration Statement.

7. Underwritten Registrations .

(a) If any of the Securities or New Securities, as the case may be, covered by any Shelf Registration Statement are to be sold in an underwritten offering, the Managing Underwriters shall be selected by the Majority Holders of the Class being sold.

(b) No person may participate in any underwritten offering pursuant to any Shelf Registration Statement, unless such person (i) agrees to sell such person’s Securities or New Securities, as the case may be, of the Class being sold on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements; and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

8. Registration Defaults . The Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Senior Cash Pay Notes and/or the Senior Toggle Notes, as applicable (“ Additional Interest ”) if:

(a) on or prior to the 300th day after the Closing Date, the Issuers have not, if required by Section 2, exchanged New Securities of the applicable Class for all Securities of such Class tendered in accordance with the terms of a Registered Exchange Offer;

(b) on or prior to the 300th day after the Closing Date, a Shelf Registration Statement, relating to the applicable Class, if required by Section 3, has not been declared effective, if applicable; or

(c) any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement

(each such event referred to in clauses (a) through (c) a “ Registration Default ”), then, except during any suspension of the availability of the Shelf Registration and any related Prospectus pursuant to Section 4(k)(ii), Additional Interest will accrue on the principal amount of the applicable Class of Securities (in addition to the stated interest on the applicable set of Securities) at a rate of 0.25 percent per annum (which rate will be increased by an additional 0.25 percent per annum

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for each subsequent 90-day period during which such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50 percent per annum) commencing on (x) the 301st day after the date of this Agreement, in the cases of subsections (a) and (b) above, or (y) the day on which such Shelf Registration Statement ceases to be effective, in the case of subsection (c) above; provided , however , that upon the exchange of New Securities for all Securities tendered (in the case of subsection (a) above), or upon the effectiveness of a Shelf Registration Statement (in the case of subsection (b) above) or upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of subsection (c) above), Additional Interest on such Securities as a result of such subsection shall cease to accrue.

9. No Inconsistent Agreements . Each Issuer has not entered into, and agrees not to enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or that otherwise conflicts with the provisions hereof.

10. Amendments and Waivers . The provisions of this Agreement may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuers have obtained the written consent of the Holders of a majority of the Registrable Securities outstanding; provided that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Issuers shall obtain the written consent of each such Initial Purchaser against which such amendment, qualification, supplement, waiver or consent is to be effective; provided , further , that no amendment, qualification, supplement, waiver or consent with respect to Section 8 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder; and provided , further , that the provisions of this Section 10 may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuers have obtained the written consent of the Initial Purchasers and each Holder. Notwithstanding the foregoing (except the foregoing provisos), a waiver or consent to departure from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Securities or New Securities, as the case may be, are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by the Majority Holders of the applicable Class registered under such Registration Statement, determined on the basis of Securities or New Securities, as the case may be, being sold rather than registered under such Registration Statement.

11. Notices . All notices, requests and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, telex, telecopier or air courier guaranteeing overnight delivery:

(a) if to a Holder, at the most current address given by such Holder to the Issuers in accordance with the provisions of this Section 11, which address initially is, with respect to each Holder, the address of such Holder maintained by the Trustee under the Indenture;

(b) if to the Representatives, initially at the address or addresses set forth in the Purchase Agreement; and

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All such notices and communications shall be deemed to have been duly given when received.

The Initial Purchasers or the Issuers by notice to the other parties may designate additional or different addresses for subsequent notices or communications.

12. Successors . This Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective successors and assigns, including, without the need for an express assignment or any consent by the Issuers thereto, subsequent Holders of Securities and the New Securities, and the indemnified persons referred to in Section 6 hereof. The Issuers hereby agree to extend the benefits of this Agreement to any Holder of Securities and the New Securities, and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto.

13. Counterparts . This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

14. Headings . The section headings used herein are for convenience only and shall not affect the construction hereof.

15. Applicable Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York. The parties hereto each hereby waive, to the fullest extent permitted by applicable law, any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

16. Severability . In the event that any one of more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

17. Securities Held by the Issuers, etc . Whenever the consent or approval of Holders of a specified percentage of principal amount of either Class of Securities or New Securities, as applicable, is required hereunder, such Securities or New Securities, as applicable, held by the Issuers or their Affiliates (other than subsequent Holders of either Class of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


CLEAR CHANNEL COMMUNICATIONS, INC.

By:		/s/ Mark P. Mays
Name:		Mark P. Mays
Title:		Chief Executive Officer and Chief Operating Officer

R EGISTRATION R IGHTS A GREEMENT


CLEAR CHANNEL CAPITAL I, LLC

By:		/s/ Edward J. Han
Name:		Edward J. Han
Title:		Manager and Authorized Signatory

R EGISTRATION R IGHTS A GREEMENT

ACKERLEY VENTURES, INC.

AK MOBILE TELEVISION, INC.

AMFM AIR SERVICES, INC.

AMFM BROADCASTING, INC.

AMFM HOLDINGS INC.

AMFM INC.

AMFM INTERNET HOLDING INC.

AMFM OPERATING INC.

AMFM RADIO GROUP, INC.

AMFM SHAMROCK TEXAS, INC.

AMFM.COM INC.

BEL MEADE BROADCASTING COMPANY, INC.

BROADCAST ARCHITECTURE, INC.

BROADCAST FINANCE, INC.

CAPSTAR BROADCASTING PARTNERS, INC.

CAPSTAR RADIO OPERATING COMPANY

CC BROADCAST HOLDINGS, INC.

CC HOLDINGS-NEVADA, INC.

CC IDENTITY HOLDINGS, INC.

CCBL FCC HOLDINGS, INC.

CENTRAL NY NEWS, INC.

CHRISTAL RADIO SALES, INC.

CINE GUARANTORS II, INC.

CITICASTERS CO.

CITICASTERS FCC HOLDINGS, INC.

CLEAR CHANNEL BROADCASTING LICENSES, INC.

CLEAR CHANNEL BROADCASTING, INC.

CLEAR CHANNEL COMPANY STORE, INC.

CLEAR CHANNEL HOLDINGS, INC.

CLEAR CHANNEL INTANGIBLES, INC.

CLEAR CHANNEL INVESTMENTS, INC.

CLEAR CHANNEL MEXICO HOLDINGS, INC.

CLEAR CHANNEL SATELLITE SERVICES, INC.

CLEAR CHANNEL WIRELESS, INC.

CLEARMART, INC.

CONCORD MEDIA GROUP, INC.

CRITICAL MASS MEDIA, INC.

JACOR BROADCASTING CORPORATION

JACOR BROADCASTING OF COLORADO, INC.

JACOR BROADCASTING OF DENVER, INC.

JACOR COMMUNICATIONS COMPANY

JACOR/PREMIERE HOLDING, INC.

R EGISTRATION R IGHTS A GREEMENT

KATZ COMMUNICATIONS, INC.

KATZ MEDIA GROUP, INC.

KATZ MILLENNIUM SALES & MARKETING INC.

KATZ NET RADIO SALES, INC.

KTZMEDIA CORPORATION

M STREET CORPORATION

PREMIERE RADIO NETWORKS, INC.

RADIO-ACTIVE MEDIA, INC.

TERRESTRIAL RF LICENSING, INC.

THE NEW RESEARCH GROUP, INC.

ACKERLEY BROADCASTING FRESNO, LLC

ACKERLEY BROADCASTING OPERATIONS, LLC

CC IDENTITY GP, LLC

CC LICENSES, LLC

CCBL GP, LLC

CLEAR CHANNEL COLLECTIVE MARKETING, LLC

CLEAR CHANNEL GP, LLC

CLEAR CHANNEL REAL ESTATE, LLC


By:		/s/ Hamlet T. Newsom, Jr.
Name:		Hamlet T. Newsom, Jr.
Title:		Assistant Secretary

AMFM BROADCASTING LICENSES, LLC
By AMFM BROADCASTING, INC.
Its sole member

By:		/s/ Hamlet T. Newsom, Jr.
Name:		Hamlet T. Newsom, Jr.
Title:		Assistant Secretary

AMFM MICHIGAN, LLC
By CAPSTAR TX LIMITED PARTNERSHIP
Its sole member

By AMFM SHAMROCK TEXAS, INC.
Its General Partner

By:		/s/ Hamlet T. Newsom, Jr.
Name:		Hamlet T. Newsom, Jr.
Title:		Assistant Secretary

R EGISTRATION R IGHTS A GREEMENT


AMFM RADIO LICENSES, LLC
By CAPSTAR RADIO OPERATING COMPANY
Its sole member

By:		/s/ Hamlet T. Newsom, Jr.
Name:		Hamlet T. Newsom, Jr.
Title:		Assistant Secretary

AMFM TEXAS, LLC
By AMFM BROADCASTING, INC.
Its sole member

By:		/s/ Hamlet T. Newsom, Jr.
Name:		Hamlet T. Newsom, Jr.
Title:		Assistant Secretary

CITI GP, LLC
By CITICASTERS CO.
Its sole member

By:		/s/ Hamlet T. Newsom, Jr.
Name:		Hamlet T. Newsom, Jr.
Title:		Assistant Secretary

CLEAR CHANNEL AVIATION, LLC
By RADIO-ACTIVE MEDIA, INC.
Its sole member

By:		/s/ Hamlet T. Newsom, Jr.
Name:		Hamlet T. Newsom, Jr.
Title:		Assistant Secretary

M STREET L.L.C.
By CRITICAL MASS MEDIA, INC.
Its Managing Member

By:		/s/ Hamlet T. Newsom, Jr.
Name:		Hamlet T. Newsom, Jr.
Title:		Assistant Secretary

R EGISTRATION R IGHTS A GREEMENT


MUSICPOINT INTERNATIONAL, L.L.C.
By CLEAR CHANNEL MANAGEMENT SERVICES, L.P.
Its sole member

By CLEAR CHANNEL GP, LLC
Its General Partner

By:		/s/ Hamlet T. Newsom, Jr.
Name:		Hamlet T. Newsom, Jr.
Title:		Assistant Secretary

WESTCHESTER RADIO, L.L.C.
By CAPSTAR RADIO OPERATING COMPANY
Its sole member

By:		/s/ Hamlet T. Newsom, Jr.
Name:		Hamlet T. Newsom, Jr.
Title:		Assistant Secretary

AMFM TEXAS BROADCASTING, LP
By AMFM BROADCASTING, INC.
Its General Partner

By:		/s/ Hamlet T. Newsom, Jr.
Name:		Hamlet T. Newsom, Jr.
Title:		Assistant Secretary

AMFM TEXAS LICENSES, LP
By AMFM SHAMROCK TEXAS, INC.
Its General Partner

By:		/s/ Hamlet T. Newsom, Jr.
Name:		Hamlet T. Newsom, Jr.
Title:		Assistant Secretary

CAPSTAR TX LIMITED PARTNERSHIP
By AMFM SHAMROCK TEXAS, INC.
Its General Partner

By:		/s/ Hamlet T. Newsom, Jr.
Name:		Hamlet T. Newsom, Jr.
Title:		Assistant Secretary

R EGISTRATION R IGHTS A GREEMENT


CCB TEXAS LICENSES, L.P.
By CCBL GP, LLC
Its General Partner

By:		/s/ Hamlet T. Newsom, Jr.
Name:		Hamlet T. Newsom, Jr.
Title:		Assistant Secretary

CITICASTERS LICENSES, L.P.
By CITI GP, LLC
Its General Partner

By CITICASTERS CO.
Its sole member

By:		/s/ Hamlet T. Newsom, Jr.
Name:		Hamlet T. Newsom, Jr.
Title:		Assistant Secretary

CLEAR CHANNEL IDENTITY, L.P.
By CC IDENTITY GP, LLC
Its General Partner

By:		/s/ Hamlet T. Newsom, Jr.
Name:		Hamlet T. Newsom, Jr.
Title:		Assistant Secretary

CLEAR CHANNEL MANAGEMENT SERVICES, L.P.
By CLEAR CHANNEL GP, LLC
Its General Partner

By:		/s/ Hamlet T. Newsom, Jr.
Name:		Hamlet T. Newsom, Jr.
Title:		Assistant Secretary

R EGISTRATION R IGHTS A GREEMENT


The foregoing Agreement is hereby confirmed and accepted as of the date first above written.

DEUTSCHE BANK SECURITIES INC.

By:		/s/ Sean Murphy
Name:		Sean Murphy
Title:		Managing Director

By:		/s/ Scott Sartorius
Name:		Scott Sartorius
Title:		Director

MORGAN STANLEY & CO. INCORPORATED

By:		/s/ Gene Martin
Name:		Gene Martin
Title:		Managing Director

CITIGROUP GLOBAL MARKETS INC.

By:		/s/ Timothy P. Dilworth
Name:		Timothy P. Dilworth
Title:		Director

CREDIT SUISSE SECURITIES (USA) LLC

By:		/s/ SoVonna Day-Goins
Name:		SoVonna Day-Goins
Title:		Managing Director

R EGISTRATION R IGHTS A GREEMENT


GREENWICH CAPITAL MARKETS, INC.

By:		/s/ Steven F. Killileg
Name:		Steven Killileg
Title:		Managing Director

WACHOVIA CAPITAL MARKETS, LLC

By:		/s/ Charles C. Edwards, III
Name:		Charles C. Edwards, III
Title:		Director

R EGISTRATION R IGHTS A GREEMENT

Exhibit 10.19

Adopted July 1, 2008

CLEAR CHANNEL

2008 EXECUTIVE INCENTIVE PLAN

1.	DEFINED TERM

Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms.

2.	PURPOSE

The Plan has been established to advance the interests of the Company and its Affiliates by providing for the grant to Participants of Stock-based and other incentive Awards. Awards under the Plan are intended to align the incentives of the Company’s executives and investors and to improve the performance of the Company. Unless the Administrator determines otherwise, Awards to be granted under this Plan are expected to be substantially in the form attached hereto as Exhibit B-1, B-2, or B-3; provided, that all Rollover Option Agreements shall be substantially in the form attached hereto as Exhibit C-1 or C-2 and all Restricted Stock Agreements shall be substantially in the form attached hereto as Exhibit D, in each case unless the Administrator determines otherwise.

3.	ADMINISTRATION

The Administrator has discretionary authority, subject only to the express provisions of the Plan and the Award Agreements, to interpret the Plan; determine eligibility for and grant Awards; determine, modify or waive the terms and conditions of any Award; prescribe forms, rules and procedures; and otherwise do all things necessary to carry out the purposes of the Plan. In the case of any Award intended to be eligible for the performance-based compensation exception under Section 162(m) of the Code, the Administrator will exercise its discretion consistent with qualifying the Award for that exception. Except as otherwise provided by the express terms of an Award Agreement, all determinations of the Administrator made under the Plan will be conclusive and will bind all parties.

4.	LIMITS ON AWARDS UNDER THE PLAN

(a) Number of Shares . A maximum of 10,187,406 Shares may be delivered in satisfaction of Awards under the Plan. The number of Shares delivered in satisfaction of Awards shall, for purposes of the preceding sentence, be determined net of Shares (i) withheld by the Company in payment of the exercise price of the Award or in satisfaction of tax withholding requirements with respect to the Award, (ii) awarded under the Plan as Restricted Stock, but thereafter forfeited, and (iii) made subject to an award that is exercised or satisfied, or that terminates or expires, without the delivery of such shares. The limits set forth in this Section 4(a) shall be construed to comply with Section 422 of the Code and the regulations thereunder. To the extent consistent with the requirements of Section 422 of the Code and regulations thereunder and with other applicable legal requirements (including applicable stock exchange requirements), shares of Stock issued under awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition shall not reduce the number of Shares available for Awards under the Plan.

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Adopted July 1, 2008

(b) Type of Shares . Stock delivered under the Plan may be authorized but unissued Stock or previously issued Stock acquired by the Company or any of its subsidiaries. No fractional Shares will be delivered under the Plan.

(c) Section 162(m) Limits . The maximum number of Shares for which Stock Options may be granted to any person in any calendar year and the maximum number of Shares subject to SARs granted to any person in any calendar year will each be 2,700,000. The maximum number of Shares subject to other Awards granted to any person in any calendar year will be 700,000 Shares. The maximum amount payable to any person in any year under Cash Awards will be $20,000,000. The foregoing provisions will be construed in a manner consistent with Section 162(m) of the Code.

5.	ELIGIBILITY AND PARTICIPATION

The Administrator will select Participants from among those key Employees and directors of, and consultants and advisors to, the Company or its Affiliates who, in the opinion of the Administrator, are in a position to make a significant contribution to the success of the Company and its Affiliates; provided , that, subject to such express exceptions, if any, as the Administrator may establish, eligibility shall be further limited to those persons as to whom the use of a Form S-8 registration statement is permissible. Within 10 business days following the Closing Date (as defined in the Merger Agreement dated as of November 16, 2006, as amended, among Clear Channel Communications, Inc. and the other parties thereto), the Company shall file a Form S-8 registration statement with respect to all Shares available for issuance under this Plan. The Company shall use commercially reasonable efforts to maintain such Form S-8 while Awards granted hereunder remain outstanding; provided however that nothing herein shall prevent the Company from de-registering the Shares under the Plan if and to the extent they are no longer subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. Eligibility for ISOs is limited to employees of the Company or of a “parent corporation” or “subsidiary corporation” of the Company as those terms are defined in Section 424 of the Code.

6.	RULES APPLICABLE TO AWARDS

(a) All Awards

(1) Award Provisions . The Administrator will determine the terms of all Awards, subject to the limitations provided herein, and shall furnish to each Participant an Award Agreement setting forth the terms applicable to the Participant’s Award. By entering into an Award Agreement, the Participant agrees to the terms of the Award and of the Plan, to the extent not inconsistent with the express terms of the Award Agreement. Notwithstanding any provision of this Plan to the contrary, awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition may contain terms and conditions that are inconsistent with the terms and conditions specified herein, as determined by the Administrator.

(2) Transferability . Neither ISOs, nor, except as the Administrator otherwise expressly provides, other Awards may be transferred other than by will or by the laws of descent and distribution, and during a Participant’s lifetime ISOs (and, except as the Administrator otherwise expressly provides, other non-transferable Awards requiring exercise) may be exercised only by the Participant.

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Adopted July 1, 2008

(3) Vesting, Etc. The Administrator may determine the time or times at which an Award will vest or become exercisable and the terms on which an Award requiring exercise will remain exercisable. Without limiting the foregoing, the Administrator may at any time accelerate the vesting or exercisability of an Award, regardless of any adverse or potentially adverse tax consequences resulting from such acceleration. Unless expressly provided otherwise by the Administrator or an Award Agreement, automatically and immediately upon the cessation of Employment, all outstanding Restricted Stock will be forfeited and all Awards requiring exercise will cease to be exercisable and will terminate, except that:

(A) subject to (B) and (C) below, all Stock Options and other Awards requiring exercise held by the Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment, to the extent then exercisable, will remain exercisable for the lesser of (i) a period of 90 days or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(3), and will thereupon terminate;

(B) all Stock Options and other Awards requiring exercise held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the termination of the Participant’s Employment by reason of death or disability, to the extent then exercisable, will remain exercisable for the lesser of (i) the one year period ending with the first anniversary of the Participant’s death or disability, as the case may be, or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(3), and will thereupon terminate; and

(C) all Stock Options and other Awards requiring exercise held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment will immediately terminate upon such cessation if such cessation of Employment has resulted in connection with an act or failure to act constituting Cause.

(4) Taxes . The Administrator will make such provision for the withholding of taxes as it deems necessary. Except as otherwise provided in an Award Agreement, the Administrator may, but need not, hold back Shares from an Award or permit a Participant to tender previously owned Shares in satisfaction of tax withholding requirements (but not in excess of the applicable minimum statutory withholding rate), using the Fair Market Value of Stock on the date of exercise to determine the number of shares so withheld or tendered.

(5) Dividend Equivalents, Etc . Except as otherwise provided in an Award Agreement, the Administrator may provide for the payment of amounts in lieu of cash dividends or other cash distributions with respect to Stock subject to an Award.

(6) Rights Limited . Nothing in the Plan will be construed as giving any person the right to continued Employment with the Company or its Affiliates, or any rights as a stockholder except as to shares of Stock actually issued under the Plan. The loss of potential

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Adopted July 1, 2008

appreciation in Awards will not constitute an element of damages in the event of termination of Employment for any reason, even if the termination is in violation of an obligation of the Company or its Affiliate to the Participant.

(7) Section 162(m) . This Section 6(a)(7) applies to any Performance Award intended to qualify as performance-based for the purposes of Section 162(m) of the Code other than a Stock Option or SAR. In the case of any Performance Award to which this Section 6(a)(7) applies, the Plan and such Award will be construed to the maximum extent permitted by law in a manner consistent with qualifying the Award for such exception. With respect to such Performance Awards, the Administrator will pre-establish, in writing, one or more specific Performance Criteria no later than 90 days after the commencement of the period of service to which the performance relates (or at such earlier time as is required to qualify the Award as performance-based under Section 162(m) of the Code). Prior to grant, vesting or payment of the Performance Award, as the case may be, the Administrator will certify whether the applicable Performance Criteria have been attained and such determination will be final and conclusive. No Performance Award to which this Section 6(a)(7) applies may be granted after the first meeting of the stockholders of the Company held in 2013 until the listed performance measures set forth in the definition of “Performance Criteria” (as originally approved or as subsequently amended) have been resubmitted to and reapproved by the stockholders of the Company in accordance with the requirements of Section 162(m) of the Code, unless such grant is made contingent upon such approval.

(8) Stockholders Agreement . Unless otherwise specifically provided in an Award Agreement, all Awards issued under the Plan and all Stock issued thereunder will be subject to the Stockholders Agreement.

(9) Section 409A . Awards under the Plan are intended either to be exempt from the rules of Section 409A of the Code or to satisfy those rules, and the Plan and such Awards shall be construed accordingly. Granted Awards may be modified at any time, in the Administrator’s discretion, so as to increase the likelihood of exemption from or compliance with the rules of Section 409A of the Code, so long as such modification does not result in a reduction in value to the applicable Participant (unless the Participant consents in writing to such modification); provided that, to the extent the applicable Participant declines to provide such consent and the Administrator is otherwise unable to modify an award because of such a reduction in value, the Participant shall be solely responsible for any resulting tax liability and the Company shall withhold as required by law.

(10) Certain Requirements of Corporate Law . Awards shall be granted and administered consistent with the requirements of applicable Delaware law relating to the issuance of Stock and the consideration to be received therefor, and with the applicable requirements of Delaware, in each case as determined by the Administrator.

(b) Awards Requiring Exercise

(1) Time And Manner Of Exercise . Unless the Administrator expressly provides otherwise, an Award requiring exercise by the holder will not be deemed to have been exercised until the Administrator receives a notice of exercise (in form reasonably acceptable to

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Adopted July 1, 2008

the Administrator) signed by the appropriate Person and accompanied by any payment required under the Award. If the Award is exercised by any Person other than the Participant, the Administrator may require satisfactory evidence that the Person exercising the Award has the right to do so.

(2) Exercise Price . The Administrator will determine the exercise price, if any, of each Award to be granted that requires exercise. Unless the Administrator determines otherwise, and in all events in the case of a Stock Option or a SAR (except as otherwise permitted pursuant to Section 7(b)(1) hereof), the exercise price of an Award requiring exercise will not be less than the Fair Market Value of the Stock subject to the Award, determined as of the date of grant, and in the case of an ISO granted to a ten-percent shareholder within the meaning of Section 422(b)(6) of the Code, the exercise price will not be less than 110% of the Fair Market Value of the Stock subject to the Award, determined as of the date of grant. Except as otherwise permitted under Section 7, no such Award, once granted, may be repriced other than in accordance with the applicable stockholder approval requirements of the stock exchanges or other trading systems, if any, on which the Stock is listed or entered for trading. Fair Market Value shall be determined by the Administrator consistent with the applicable requirements of Section 422 of the Code and Section 409A of the Code.

(3) Payment Of Exercise Price . Except as otherwise provided in an Award Agreement, where the exercise of an Award is to be accompanied by payment, the Administrator may determine the required or permitted forms of payment, subject to the following: (a) all payments will be by cash or check acceptable to the Administrator, or (b) if so permitted by the Administrator, (i) through the delivery of shares of Stock that have a Fair Market Value equal to the exercise price, except where payment by delivery of shares would adversely affect the Company’s results of operations under Generally Accepted Accounting Principles or where payment by delivery of shares outstanding for less than six months would require application of securities laws relating to profit realized on such shares, (ii) at such time, if any, as the Stock is publicly traded, through a broker-assisted exercise program acceptable to the Administrator, (iii) by other means acceptable to the Administrator, or (iv) by any combination of the foregoing permissible forms of payment. The delivery of shares in payment of the exercise price under clause (b)(i) above may be accomplished either by actual delivery or by constructive delivery through attestation of ownership, subject to such rules as the Administrator may prescribe.

(4) ISOs . No ISO may be granted under the Plan after the date that is the tenth anniversary of the date the Plan is approved by the Company’s stockholders, but ISOs previously granted may extend beyond that date.

(c) Awards Not Requiring Exercise .

Awards of Restricted Stock and Unrestricted Stock, whether delivered outright or under Awards of Stock Units or other Awards that do not require exercise, may be made in exchange for such lawful consideration, including services, as the Administrator determines.

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Adopted July 1, 2008

7.	EFFECT OF CERTAIN TRANSACTIONS

(a) Except as otherwise provided in an Award Agreement:

(1) Assumption or Substitution . In the event of a Corporate Transaction in which there is an acquiring or surviving entity, the Administrator may provide for the continuation or assumption of some or all outstanding Awards, or for the grant of new awards in substitution therefor, by the acquiror or survivor or any entity controlling, controlled by or under common control with the acquiror or survivor, in each case on such terms and subject to such conditions (including vesting or other restrictions) as the Administrator determines are appropriate. The continuation or assumption of such Awards, to the extent applicable, shall be done on terms and conditions consistent with Section 409A of the Code.

(2) Acceleration or Cash-Out of Certain Awards . In the event of a Corporate Transaction (whether or not there is an acquiring or surviving entity) in which there is no continuation, assumption or substitution as to some or all outstanding Awards, the Administrator may provide (unless the Administrator determines otherwise, on terms and conditions consistent with Section 409A of the Code) for (i) treating as satisfied any vesting condition on any such Award, (ii) the accelerated delivery of shares of Stock issuable under each such Award consisting of Restricted Stock Units, in each case on a basis that gives the holder of the Award a reasonable opportunity, as determined by the Administrator, following exercise of the Award or the issuance of the shares, as the case may be, to participate as a stockholder in the Corporate Transaction or (iii) if the Corporate Transaction is one in which holders of Stock will receive upon consummation a payment (whether cash, non-cash or a combination of the foregoing), the Administrator may provide for payment (a “cash-out”), with respect to some or all Awards, equal in the case of each affected Award to the excess, if any, of (A) the Fair Market Value of one Share times the number of Shares subject to the Award, over (B) the aggregate exercise price, if any, under the Award, in each case on such payment terms (which need not be the same as the terms of payment to holders of Stock) and other terms, and subject to such conditions, as the Administrator determines.

(3) Termination of Awards . Except as otherwise provided in an Award Agreement, each Award (unless continued, substituted, or assumed pursuant to the Section 7(a)(1)), will terminate upon consummation of the Corporate Transaction, provided that Restricted Stock Units accelerated pursuant to clause (ii) of Section 7(a)(2) shall be treated in the same manner as other shares of Stock (subject to Section 7(a)(4)).

(4) Additional Limitations . Any Share delivered pursuant to Section 7(a)(2) above with respect to an Award may, in the discretion of the Administrator, be subject to such restrictions, if any, as the Administrator deems appropriate to reflect any performance or other vesting conditions to which the Award was subject prior to the Corporation Transaction and that did not lapse in connection with the Corporate Transaction. In the case of Restricted Stock, the Administrator may require that any amounts delivered, exchanged or otherwise paid in respect of Stock in connection with the Corporate Transaction be placed in escrow or otherwise made subject to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan.

(b) Changes In, Distributions With Respect To And Redemptions Of The Stock

(1) Basic Adjustment Provisions . In the event of any stock dividend or other similar distribution of stock or other securities of the Company, stock split or combination of

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Adopted July 1, 2008

shares (including a reverse stock split), recapitalization, conversion, reorganization, consolidation, split-up, spin-off, combination, merger, exchange of stock, redemption or repurchase of all or part of the shares of any class of stock or any change in the capital structure of the Company or an Affiliate or other transaction or event, the Administrator shall, as appropriate in order to prevent enlargement or dilution of benefits intended to be made available under the Plan, make proportionate adjustments to the maximum number of Shares that may be delivered under the Plan under Section 4(a) and to the maximum share limits described in Section 4(c) and shall also make appropriate, proportionate adjustments to the number and kind of shares of stock or securities subject to Awards then outstanding or subsequently granted, any exercise prices relating to Awards and any other provision of Awards affected by such change. Unless the Administrator determines otherwise, any adjustments hereunder shall be done on terms and conditions consistent with Section 409A of the Code.

(2) Certain Other Adjustments . The Administrator may also make adjustments of the type described in paragraph (b)(1) above to take into account distributions to stockholders or any other event, if the Administrator determines that adjustments are appropriate to avoid distortion in the operation of the Plan and to preserve the value of Awards made hereunder, having due regard for the qualification of ISOs under Section 422 of the Code, the requirements of Section 409A of the Code, and for the performance-based compensation rules of Section 162(m) of the Code, where applicable.

(3) Continuing Application of Plan Terms . References in the Plan to Shares will be construed to include any stock or securities resulting from an adjustment pursuant to this Section 7.

8.	LEGAL CONDITIONS ON DELIVERY OF STOCK

The Company shall use best efforts to ensure, prior to delivering Shares pursuant to the Plan or removing any restriction from Shares previously delivered under the Plan, that (a) all legal matters in connection with the issuance and delivery of such shares have been addressed and resolved, and (b) if the outstanding Stock is at the time of delivery listed on any stock exchange or national market system, the shares to be delivered have been listed or authorized to be listed on such exchange or system upon official notice of issuance. Neither the Company nor any Affiliate will be obligated to deliver any Shares pursuant to the Plan or to remove any restriction from Shares previously delivered under the Plan until the conditions set forth in the preceding sentence have been satisfied and all other conditions of the Award have been satisfied or waived. If the sale of Stock has not been registered under the Securities Act of 1933, as amended, the Company may require, as a condition to exercise of the Award, such representations or agreements as counsel for the Company may consider reasonably appropriate to avoid violation of such Act. The Company may require that certificates evidencing Stock issued under the Plan bear an appropriate legend reflecting any restriction on transfer applicable to such Stock, and the Company may hold the certificates pending lapse of the applicable restrictions.

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Adopted July 1, 2008

9.	AMENDMENT AND TERMINATION

The Administrator may at any time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by law, and may at any time terminate the Plan as to any future grants of Awards; provided , that except as otherwise expressly provided in the Plan, the Administrator may not, without the Participant’s consent, alter the terms of an Award so as to affect adversely the Participant’s rights under the Award, unless the Administrator expressly reserved the right to do so at the time of the Award. Unless otherwise provided in the Award, the Administrator expressly reserves the right to amend or alter the terms of any Award if such Award or a portion thereof would be reasonably likely to be treated as a “liability award” under guidance issued or provided by the Financial Accounting Standards Board (FASB). Any amendments to the Plan shall be conditioned upon stockholder approval only to the extent, if any, such approval is required by applicable law (including the Code and applicable stock exchange requirements), as determined by the Administrator.

10.

OTHER COMPENSATION ARRANGEMENTS

The existence of the Plan or the grant of any Award will not in any way affect the right of the Company or an Affiliate to Award a person bonuses or other compensation in addition to Awards under the Plan.

11.

WAIVER OF JURY TRIAL

(a) Waiver of Jury Trial . By accepting an Award under the Plan, each Participant waives any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan and any Award, or under any amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection therewith, and agrees that any such action, proceedings or counterclaim shall be tried before a court and not before a jury. By accepting an Award under the Plan, each Participant certifies that no officer, representative or attorney of the Company or any Affiliate has represented, expressly or otherwise, that the Company would not, in the event of any action, proceeding or counterclaim, seek to enforce the foregoing waivers.

(b) Arbitration . In the event the waiver in Section 11(a) is held to be invalid or unenforceable, if requested by the Company, the parties shall attempt in good faith to resolve any controversy or claim arising out of or relating to this Plan or any Award hereunder promptly by negotiations between themselves or their representatives who have authority to settle the controversy. If the matter has not been resolved within sixty (60) days of the initiation of such procedure, the Company may require that the parties submit the controversy to arbitration by one arbitrator mutually agreed upon by the Parties, and if no agreement can be reached within 30 days after names of potential arbitrators have been proposed by the American Arbitration Association (the “ AAA ”), then by one arbitrator having reasonable experience in corporate incentive plans of the type provided for in this Plan and who is chosen by the AAA. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. Section 1, et seq., and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be Delaware or any other location mutually agreed to between the parties. The arbitrator shall apply the law as established by decisions of the Delaware federal and/or state courts in deciding the merits of claims and defenses under federal law or any state or federal anti-discrimination law. The arbitrator is required to state, in writing, the reasoning on which the award rests. Notwithstanding the foregoing, this paragraph

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shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate.

12.

ESTABLISHMENT OF SUB-PLANS

The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable blue sky, securities or tax laws of various jurisdictions. The Board shall establish such sub-plans by adopting supplements to the Plan setting forth (i) such limitations on the Administrator’s discretion under the Plan as the Board deems necessary or desirable and (ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Participants within the affected jurisdiction and the Company shall not be required to provide copies of any supplement to Participants in any jurisdiction that is not affected.

13.

GOVERNING LAW

Except as otherwise provided by the express terms of an Award Agreement, the provisions of the Plan and of Awards under the Plan shall be governed by and interpreted in accordance with the laws of the State of Delaware.

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Adopted July 1, 2008

EXHIBIT A

Definitions of Terms

Unless otherwise defined in an Award Agreement, the following terms, when used in the Plan, will have the meanings and be subject to the provisions set forth below:

“Administrator” : The Board or, if one or more has been appointed, the Committee. The Administrator may delegate ministerial tasks to such Persons as it deems appropriate.

“Affiliate” : Any corporation or other entity in a chain of corporations or other entities in which each corporation or other entity has a controlling interest in another corporation or other entity in the chain, beginning with the Company and ending with such corporation or other entity. For purposes of the preceding sentence, except as the Administrator may otherwise determine subject to the requirements of Treas. Reg. §1.409A-1(b)(5)(iii)(E)(1), the term “controlling interest” has the same meaning as provided in Treas. Reg. §1.414(c)-2(b)(2)(i), provided that the words “at least 50 percent” are used instead of the words “at least 80 percent” each place such words appear in Treas. Reg. §1.414(c)-2(b)(2)(i). The Company may at any time by amendment provide that different ownership thresholds (consistent with Section 409A of the Code) apply but any such change shall not be effective for twelve (12) months. In addition, any Affiliate must also meet the requirements of subsection (c) under Rule 701.

“Award” : Any or a combination of the following:

(i)

SARs;

(ii)

Stock Options;

(iii)

Restricted Stock;

(iv)

Unrestricted Stock;

(v)

Stock Units, including Restricted Stock Units;

(vi)

Awards (other than Awards described in (i) through (iv) above) that are convertible into or exchangeable for Stock on such terms and conditions as the Administrator determines;

(vii)

Performance Awards; and/or

(viii)

Current or deferred grants of cash (which the Company may make payable by any of its direct or indirect subsidiaries) or loans, made in connection with other Awards.

“Award Agreement” : A written agreement between the Company and the Participant evidencing the Award.

“Board” : The Board of Directors of CC Media Holdings, Inc.

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“Cause”: In the case of any Participant, unless otherwise set forth in a Participant’s Award Agreement or employment agreement, a termination by the Company or an Affiliate of the Participant’s Employment or a termination by the Participant of the Participant’s Employment, in either case following the occurrence of any of the following events: (i) the Participant’s willful and continued failure to perform his or her material duties with respect to the Company or an Affiliate which, if curable, continues beyond ten business days after a written demand for substantial performance is delivered to the Participant by the Company; or (ii) the willful or intentional engaging by the Participant in material misconduct that causes material and demonstrable injury, monetarily or otherwise, to the Company or an Affiliate or the Investors and any of their respective affiliates; or (iii) Participant’s conviction of, or a plea of nolo contendere to, a crime constituting (A) a felony under the laws of the United States or any state thereof; or (B) a misdemeanor involving moral turpitude that causes material and demonstrable injury, monetarily or otherwise to the Company or an Affiliate or the Investors and any of their respective affiliates; (iv) the Participant’s committing or engaging in any act of fraud, embezzlement, theft or other act of dishonesty against the Company or its subsidiaries that causes material and demonstrable injury, monetarily or otherwise, to the Company or an Affiliate or the Investors and any of their respective affiliates; or (v) the Participant’s breach of his or her noncompetition or nonsolicitation obligations that causes material and demonstrable injury, monetarily or otherwise, to the Company or an Affiliate or the Investors and any of their respective affiliates.

“Code”: The U.S. Internal Revenue Code of 1986 as from time to time amended and in effect, or any successor statute as from time to time in effect. For the avoidance of doubt, any reference to any section of the Code includes reference to any regulations (including proposed or temporary regulations) promulgated under that section and any IRS guidance thereunder.

“Committee”: One or more committees of the Board, which, for purposes of meeting certain requirements of Section 162(m) of Code and any regulations promulgated thereunder (including Treas. Regs. Section 1.162-27(e)(3)), may be deemed to be any subcommittee of the Committee to which the Committee has delegated its duties and authority under this Plan consisting solely of at least two “outside directors,” as defined under Section 162(m) of the Code and the regulations promulgated thereunder.

“Company”: CC Media Holdings, Inc., a Delaware corporation.

“Corporate Transaction”: Any of the following: (i) Change of Control (as defined in any Award Agreement); (ii) a consolidation, merger, or similar transaction or series of transactions with or into a Person (or group of Persons acting in concert) that is not an affiliate of any member of the Investors, or the sale of all or substantially all of the assets of the Company to such a Person (or such a group of Persons acting in concert); or (iii) a sale by the Company or an Affiliate or the Investors and any of their respective affiliates of the capital stock of the Company that results in more than 50% of the common stock of the Company (or any resulting company after a merger) being held by a Person (or group of Persons acting in concert) that does not include any member of the Investors or any of their respective affiliates, provided , that, in each case, to the extent any amount constituting “nonqualified deferred compensation” subject to Section 409A of the Code would become payable under an Award by reason of a Corporate Transaction, it shall become payable only if the event or circumstances constituting the

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Corporate Transaction would also constitute a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets, within the meaning of subsection (a)(2)(A)(v) of Section 409A of the Code.

“Employee”: Any person who is employed by the Company or an Affiliate.

“Employment”: A Participant’s employment or other service relationship with the Company and its Affiliates. Unless the Administrator provides otherwise: A change in the capacity in which a Participant is employed by or renders services to the Company and/or its Affiliates, whether as an Employee, director, consultant or advisor, or a change in the entity by which the Participant is employed or to which the Participant rendered services, will not be deemed a termination of Employment so long as the Participant continues providing services in a capacity and to an entity described in Section 5. If a Participant’s relationship is with an Affiliate and that entity ceases to be an Affiliate, the Participant will be deemed to cease Employment when the entity ceases to be an Affiliate unless the Participant transfers Employment to the Company or its remaining Affiliates.

“Fair Market Value”: The fair market value of the Stock on any given date, as determined in good faith by the Board which, (a) if the Stock is readily tradable on an established securities market within the meaning of Section 409A of the Code, shall be determined as provided thereunder and, (b) in the event that the Stock is not readily tradable on an established securities market within the meaning of Section 409A of the Code, shall be based on a third party appraisal that has been completed within at least twelve months prior to such determination date; provided , that (i) if, for any Participant, since such appraisal, events have occurred that would reasonably be expected to cause the fair market value determination to fail to satisfy the safe harbor methodology for determining such value under Section 409A of the Code, or (ii) in the event of a valuation performed upon the termination of a Participant, if the Chief Executive Officer or President of the Company is the terminated Participant and the Participant objects to the determination of such fair market value by the Board, then in any such event the determination of what constitutes “fair market value” with respect to the Stock for which the Board’s determination is being disputed will be determined by a mutually acceptable expert, whose determination will be binding on the parties, the costs of which shall be borne by the Company.

“Investors”: “Investors” as that term is defined in the Stockholders Agreement.

“ISO”: A Stock Option intended to be an “incentive stock option” within the meaning of Section 422 of the Code. Each option granted pursuant to the Plan will be treated as providing by its terms that it is to be a non-incentive stock option unless, as of the date of grant, it is expressly designated as an ISO.

“Merger”: Transactions completed by the Agreement and Plan of Merger by and among BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, Clear Channel Communications, Inc., and the Company (formerly known as BT Triple Crown Capital Holdings, Inc.) dated as of November 16, 2006 and amended on April 18, 2007 and May 17, 2007 (as may be further amended from time to time).

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“Participant”: A person who is granted an Award under the Plan.

“Person”: Any natural person or individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

“Performance Award” : An Award subject to Performance Criteria. The Committee in its discretion may grant Performance Awards that are intended to qualify for the performance-based compensation exception under Section 162(m) of the Code and Performance Awards that are not intended so to qualify.

“Performance Criteria” : Specified criteria, other than the mere continuation of Employment or the mere passage of time, the satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment of an Award. For purposes of Awards that are intended to qualify for the performance-based compensation exception under Section 162(m) of the Code, a Performance Criterion will mean an objectively determinable measure of performance relating to any or any combination of the following (measured either absolutely or by reference to an index or indices and determined either on a consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, project or geographical basis or in combinations thereof): sales; revenues; assets; expenses; earnings before or after deduction for all or any portion of interest, taxes, depreciation, or amortization, whether or not on a continuing operations or an aggregate or per share basis; return on equity, investment, capital or assets; one or more operating ratios; borrowing levels, leverage ratios or credit rating; market share; capital expenditures; cash flow; stock price; stockholder return; sales of particular products or services; customer acquisition or retention; acquisitions and divestitures (in whole or in part); joint ventures and strategic alliances; spin-offs, split-ups and the like; reorganizations; or recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings. A Performance Criterion and any targets with respect thereto determined by the Administrator need not be based upon an increase, a positive or improved result or avoidance of loss. To the extent consistent with the requirements for satisfying the performance-based compensation exception under Section 162(m), the Administrator may provide in the case of any Award intended to qualify for such exception that one or more of the Performance Criteria applicable to such Award will be adjusted in an objectively determinable manner to reflect events (for example, but without limitation, acquisitions or dispositions) occurring during the performance period that affect the applicable Performance Criterion or Criteria.

“Plan”: Clear Channel 2008 Executive Incentive Plan as from time to time amended and in effect.

“ QPO ”: An underwritten public offering and sale of common stock of the Company for cash pursuant to an effective registration statement by the Company, any Investor, or any member of the Sponsor Group.

“Restricted Stock”: An Award of Stock for so long as the Stock remains subject to restrictions under this Plan or such Award requiring that it be redelivered or offered for sale to the Company if specified conditions are not satisfied.

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“Restricted Stock Unit”: A Stock Unit that is, or as to which the delivery of Stock or cash in lieu of Stock is, subject to the satisfaction of specified performance or other vesting conditions.

“SAR”: A right entitling the holder upon exercise to receive an amount (payable in cash or shares of Stock of equivalent value, as specified in the Award except as otherwise determined by the Administrator) equal to the excess of the fair market value of the Shares subject to the right over a specified amount that is not less than the fair market value of such Shares at the date of grant.

“Share”: a share of Stock.

“Sponsor Group”: “Sponsor Group” as that term is defined in the Stockholders Agreement.

“Stock”: Class A Common Stock of the Company, par value $.001 per share, which shall be the same class of common stock to be held by public shareholders of the Company.

“Stock Option”: An option entitling the recipient to acquire Shares upon payment of the applicable exercise price.

“ Stock Unit ” : An unfunded and unsecured promise, denominated in Shares, to deliver Stock or cash measured by the value of the Stock in the future.

“Stockholders Agreement”: Stockholders Agreement, dated as of the date of the consummation of the Merger, by and among the Company, BT Triple Crown Merger Co., Inc. and other stockholders of CC Media Holdings Inc. who from time to time may become a party thereto.

“Unrestricted Stock”: An Award of Stock not subject to any restrictions under the Plan.

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Exhibit 10.20

SENIOR EXECUTIVE OPTION AGREEMENT

Optionee:

This Option and any securities issued upon exercise of this Option are subject to restrictions on voting and transfer and requirements of sale and other provisions as set forth in the Stockholders Agreement, dated as of July 29, 2008, among CC Media Holdings, Inc., BT Triple Crown Merger Co., Inc. (“ MergerSub ”), Clear Channel Capital IV, LLC, Clear Channel Capital V, L.P., Mark P. Mays, L. Lowry Mays, Randall T. Mays, and other stockholders of CC Media Holdings, Inc. who from time to time may become a party thereto, as amended from time to time (the “ Stockholders Agreement ”), and the Side Letter Agreement, dated as of July 29, 2008, among CC Media Holdings, Inc., MergerSub, Clear Channel Capital IV, LLC, Clear Channel Capital V, L.P., Mark P. Mays, L. Lowry Mays and Randall T. Mays (“Side Letter Agreement,” together with the Stockholders Agreement, the “ Equity Agreements ”). This Option and any securities delivered hereunder constitute Executive Shares as defined in the Stockholders Agreement.

CC MEDIA HOLDINGS, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT

This stock option (the “Agreement”) is granted by CC Media Holdings, Inc., a Delaware corporation (the “Company”), to the Optionee, pursuant to the Company’s 2008 Executive Incentive Plan (as amended from time to time, the “Plan”). For the purpose of this Agreement, the “Grant Date” shall mean July 30, 2008.

1. Grant of Option . The Agreement evidences the grant by the Company on the Grant Date to the Optionee of an option to purchase, in whole or in part, on the terms provided herein and in the Plan, shares of Class A Common Stock of the Company, par value $.001 per share (the “Shares”), as set forth below:

(a)

1,041,667 Shares at $36.00 per Share (the “Tranche 1 Options”);

(b)

520,833 Shares at $36.00 per Share (the “Tranche 2 Options”); and

(c)

520,833 Shares at $36.00 per Share (the “Tranche 3 Options”).

The Option evidenced by this Agreement is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code (the “Code”).

2. Vesting .

the methods of payment otherwise permitted by the Plan, the Administrator shall, at the election of the Optionee, hold back Shares from the Option having a Fair Market Value equal to the exercise price in payment of the Option exercise price. The latest date on which this Option may be exercised (the “Final Exercise Date”) is the date which is the tenth anniversary of the Grant Date, subject to earlier termination in accordance with the terms and provisions of the Plan and this Agreement. Notwithstanding the foregoing, and subject to the provisions of Section 2(b) above, the following rules will apply if the Optionee’s Employment terminates: automatically and immediately upon the termination of Employment, this Option will cease to be exercisable and will terminate, except that:

(a) any portion of this Option held by the Optionee or the Optionee’s permitted transferees, if any, immediately prior to the termination of the Optionee’s Employment by reason of a termination by the Company without Cause, the Optionee’s Retirement, or a resignation by the Optionee for Good Reason, to the extent then vested and exercisable, will remain exercisable for the shorter of (i) a period of 180 days or (ii) the period ending on the Final Exercise Date, and will thereupon terminate;

(b) any portion of this Option held by the Optionee or the Optionee’s permitted transferees, if any, immediately prior to a termination of the Optionee’s Employment by reason of a resignation by the Optionee without Good Reason, to the extent then vested and exercisable, will remain exercisable for the shorter of (i) a period of 90 days or (ii) the period ending on the Final Exercise Date, and will thereupon terminate;

(c) any portion of this Option held by the Optionee or the Optionee’s permitted transferees, if any, immediately prior to the termination of the Optionee’s Employment by reason of death or Disability, to the extent then vested and exercisable, will remain exercisable for the shorter of (i) the one year period ending with the first anniversary of the Optionee’s death or Disability, as the case may be, or (ii) the period ending on the Final Exercise Date, and will thereupon terminate; and

(d) any portion of this Option held by the Optionee or the Optionee’s permitted transferees, if any, immediately prior to the termination of the Optionee’s Employment will immediately terminate upon such termination if such termination of Employment has resulted in connection with an act or failure to act constituting Cause.

4. Corporate Transaction . In the event of a Corporate Transaction in which holders of Stock will receive upon consummation a payment (whether cash, non-cash or a combination of the foregoing), the Optionee shall be entitled to receive, in consideration for any portion of the Award then outstanding, such payment (a “cash-out”), equal to the excess, if any, of (A) the price paid in such Corporate Transaction for one Share times the number of Shares subject to the Award, over (B) the aggregate exercise price, if any, under the Award, in each case on such payment terms (which shall be the same as the terms of payment to holders of Stock) and other terms, and subject to such conditions, as are consistent with those applied to the consideration received by holders of Stock in the transaction, as the Administrator reasonably and in good faith determines.

5. Other Agreements . Optionee acknowledges and agrees that the shares received upon exercise of this Option shall be subject to the Equity Agreements and the transfer and other restrictions, rights, and obligations set forth therein.

6. Withholding . No Shares will be transferred pursuant to the exercise of this Option unless and until the person exercising this Option shall have remitted to the Company an amount sufficient to satisfy any federal, state, or local withholding tax requirements, or shall have made other arrangements satisfactory to the Company with respect to such taxes. The Administrator shall, at the election of the Optionee, hold back Shares from the Option or permit an Optionee to tender previously owned shares of Stock in satisfaction of tax withholding requirements (but not in excess of the applicable minimum statutory withholding rate).

7. Nontransferability of Option . This Option is not transferable by the Optionee other than by will or the applicable laws of descent and distribution, and is exercisable during the Optionee’s lifetime only by the Optionee.

8. Effect on Employment . Neither the grant of this Option, nor the issuance of Shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company or its Affiliates, affect the right of the Company or its Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time.

9. Provisions of the Plan . This Option is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference. A copy of the Plan as in effect on the date of the grant of this Option has been furnished to the Optionee. By exercising all or any part of this Option, the Optionee agrees to be bound by the terms of the Plan and this Option. In the event of any conflict between the terms of this Option and the Plan, the terms of this Option shall control. Notwithstanding anything set forth in the Plan to the contrary, however, in the event of the payment of any extraordinary cash dividend on Shares (a “Special Dividend Payment”), the Optionee shall be entitled to receive (i) a payment in an amount equal to the cash dividends the Optionee would have received (a “Dividend Equivalent Payment”), if the Optionee held as a stockholder the same number of Shares, as are, as of the date of such Special Dividend Payment, subject to any vested Options hereunder, which payment shall be made at the same time as such Special Dividend Payments are made; (ii) with respect to any Shares subject to any unvested Options on the date of such Special Dividend Payment, a Dividend Equivalent Payment on such Shares, to be paid at such time(s) as such Optionee becomes vested in such Options. For the avoidance of doubt, in the event of any such payments, no reduction in exercise price or similar adjustment shall be made under Section 7(b)(1) or (2) of the Plan. Notwithstanding Section 9 of the Plan, the Administrator shall not, in order to avoid liability accounting as provided therein, revoke or reduce the amount of any Award, but may impose reasonable terms and conditions on the exercise of put rights, call rights and other transactions as may be reasonably necessary to avoid the treatment of the grant as a liability award under FASB. Notwithstanding Section 9 of the Plan, the Administrator shall not, without the Optionee’s consent, alter the terms of the Plan or this Agreement so as to adversely affect the Optionee’s rights under this Agreement.

10. Definitions . The initially capitalized terms Optionee shall have the meaning set forth on the first page of this Agreement; initially capitalized terms not otherwise defined herein

shall have the meaning provided in the Plan, and to the extent not otherwise defined in the Plan, then as defined in the Equity Agreements. The following terms shall have the meanings set forth below:

“ Change of Control ” has the meaning set forth in the Stockholders Agreement.

“ Cause ” has the meaning set forth in the Employment Agreement.

“ Disability ” has the meaning set forth in the Employment Agreement.

“ Employment ” for purposes of this Agreement only, means employment on a continuous and substantially full-time basis (exclusive only of vacation and other approved absences) and excludes any period of employment during which services are performed on an intermittent or mutually agreed basis in a consulting capacity.

“ Employment Agreement ” shall mean the employment agreement entered into between the Company, BT Triple Crown Merger Co., Inc., and the Optionee dated as of July 28, 2008.

“ Good Reason ” has the meaning set forth in the Employment Agreement.

“ Investor Shares ” has the meaning set forth in the Stockholders Agreement and shall include any stock, securities or other property or interests received by the Investors in respect of Investor Shares in connection with any stock dividend or other similar distribution, stock split or combination of shares, recapitalization, conversion, reorganization, consolidation, split-up, spin-off, combination, repurchase, merger, exchange of stock or other transaction or event that affects the Company’s capital stock occurring after the date of issuance.

“ Investors ” has the meaning set forth in the Stockholders Agreement.

“ Retirement ” means an Optionee’s retirement from service with the Company on the date that is the earlier of (i) after attaining 62 years of age or (ii) after attaining 60 years of age and completing thirty-six (36) months of service following consummation of the transactions contemplated by the Merger.

“ Return to Investor ” means the return to the Investors, measured in the aggregate, on their cash investment to purchase Investor Shares, taking into account the amount of all cash dividends and cash distributions to such Investors in respect of their Investor Shares and all cash proceeds to such Investors from the sale or other disposition of such Investor Shares.

“ Stock ” means the Class A Common Stock of the Company, par value $.001 per share.

11. General . For purposes of this Option and any determinations to be made by the Administrator or Compensation Committee, as the case may be, hereunder, the determinations by the Administrator or Compensation Committee, as the case may be, shall be binding upon the Optionee and any transferee.

IN WITNESS WHEREOF, the Company has caused this Option to be executed under its corporate seal by its duly authorized officer. This Option shall take effect as a sealed instrument.


CC MEDIA HOLDINGS, INC.

By:
Name:		Andrew Levin
Title:		Executive Vice President and Chief
		Legal Officer

Dated:

Acknowledged and Agreed

Name:

Address of Principal Residence:

Exhibit 10.21

Name of Grantee:

This Award and any securities delivered hereunder are subject to restrictions on voting and transfer and requirements of sale and other provisions set forth in the Stockholders Agreement, to be entered into on or before the Closing Date (as that term is defined in the Merger Agreement), among CC Media Holdings, Inc., BT Triple Crown Merger Co., Inc. (“MergerSub”), Clear Channel Capital IV, LLC, Clear Channel Capital V, L.P., Mark P. Mays, L. Lowry Mays, Randall T. Mays, and other stockholders of CC Media Holdings, Inc. who from time to time may become a party thereto, as amended from time to time, (the “ Stockholders Agreement ”), and the Side Letter Agreement, to be entered into on or before the Closing Date, among CC Media Holdings, Inc., MergerSub, Clear Channel Capital IV, LLC, Clear Channel Capital V, L.P., Mark P. Mays, L. Lowry Mays and Randall T. Mays (“Side Letter Agreement,” together with the Stockholders Agreement, the “ Equity Agreements ”). This Award and any securities delivered hereunder constitute Executive Shares as defined in the Stockholders Agreement.

CC MEDIA HOLDINGS, INC.

Senior Executive Restricted Stock Award Agreement

CC Media Holdings, Inc.

c/o Clear Channel Communications, Inc.

200 East Basse Road

San Antonio, TX 78209

Attention: Bill Hamersly, SVP, Human Resources

Ladies and Gentlemen:

The undersigned Grantee (i) acknowledges receipt of an award (the “ Award ”) of restricted stock from CC Media Holdings, Inc., a Delaware corporation (the “ Company ”), under the Company’s 2008 Executive Incentive Plan (the “ Plan ”), subject to the terms set forth below and in the Plan, a copy of which Plan, as in effect on the date hereof, is attached hereto as Exhibit A ; and (ii) agrees with the Company as follows:

1. Effective Date . This agreement (the “ Award Agreement ”) shall take effect as of July 30, 2008, which is the grant date of the Award (the “ Grant Date ”). The Grantee shall be the record owner of the Shares on the Grant Date.

2. Shares Subject to Award . The Award consists of a total of 555,556 shares of Class A Common Stock of the Company, par value $.001 per share (the “Shares”) with a Fair Market Value on the Grant Date of $36.00 per Share and $20,000,000.00 (TWENTY MILLION DOLLARS) in the aggregate.

The Grantee’s rights to the Shares are subject to the restrictions described in this Award Agreement and the Plan (which is incorporated herein by reference with the same effect as if set forth herein in full) in addition to such other restrictions, if any, as may be imposed by law.

3. Nontransferability of Shares . The Shares acquired by the Grantee pursuant to this Award Agreement shall not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of except as provided in the Equity Agreements.

4. Forfeiture Risk . If the Grantee’s Employment with the Company and its subsidiaries ceases for any reason, other than death, Disability, termination of employment by the Company without Cause, or resignation by Grantee for Good Reason, then any and all outstanding and unvested Shares acquired by the Grantee hereunder shall be automatically and immediately forfeited.

The Grantee hereby (i) appoints the Company as the attorney-in-fact of the Grantee to take such actions as may be necessary or appropriate to effectuate a transfer of the record ownership of any Shares that are unvested and forfeited hereunder, (ii) agrees to deliver to the Company, as a precondition to the issuance of any certificate or certificates with respect to unvested Shares hereunder, one or more stock powers, endorsed in blank, with respect to such Shares, and (iii) agrees to sign such other powers and take such other actions as the Company may reasonably request to accomplish the transfer or forfeiture of any unvested Shares that are forfeited hereunder.

5. Certificates . The Company will, on or subsequent to the Grant Date, issue the Grantee a certificate representing the Shares. If unvested Shares are held in book entry form at any time thereafter, the Grantee agrees that the Company may give stop transfer instructions to the depositary, stock transfer agent or other keeper of the Company’s stock records to ensure compliance with the provisions hereof.

6. Vesting of Shares .

7. Legend . In addition to any legend required by the Equity Agreements or applicable law, any certificates representing Shares shall contain a legend substantially in the following form:

THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE CLEAR CHANNEL 2008 EXECUTIVE INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND CC MEDIA HOLDINGS, INC. AND THE STOCKHOLDERS AGREEMENT, DATED AS OF JULY 29, 2008, AMONG CC MEDIA HOLDINGS, INC., BT TRIPLE CROWN MERGER CO., INC., CLEAR CHANNEL CAPITAL IV, LLC, CLEAR CHANNEL CAPITAL V, L.P., MARK P. MAYS, L. LOWRY MAYS, RANDALL T. MAYS, AND OTHER STOCKHOLDERS OF CC MEDIA HOLDINGS, INC. WHO FROM TIME TO TIME MAY BECOME A PARTY HERETO. COPIES OF SUCH PLAN, AWARD AGREEMENT AND STOCKHOLDERS AGREEMENT ARE ON FILE IN THE OFFICES OF CC MEDIA HOLDINGS, INC.

Upon the request of the Grantee, as soon as practicable following the Vesting of any such Shares the Company shall cause a certificate or certificates covering such Shares, without the aforesaid

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legend, to be issued and delivered to the Grantee. If any Shares are held in book-entry form, the Company may take such steps as it deems necessary or appropriate to record and manifest the restrictions applicable to such Shares.

8. Dividends, etc . The Grantee shall be entitled to (i) receive any and all dividends or other distributions paid with respect to those vested and unvested Shares of which the Grantee is the record owner on the record date for such dividend or other distribution, whether or not Vested at such time, in the same form and amount as any holder of Stock receives, and (ii) subject to the terms of the Equity Agreements, vote any Shares of which the Grantee is the record owner on the record date for such vote; provided, however , that any property (other than cash) distributed with respect to a share of Stock (the “ Associated Share ”) acquired hereunder, by reason of a stock dividend, stock split or other similar adjustment to the Stock pursuant to Section 7(b) of the Plan, shall be subject to the restrictions of this Award Agreement in the same manner and for so long as the Associated Share remains subject to such restrictions, and shall be promptly forfeited if and when the Associated Share is so forfeited.

9. Sale of Vested Shares . The Grantee understands that the sale of any Share, once it has Vested, will remain subject to (i) satisfaction of applicable tax withholding requirements, if any, with respect to the Vesting or transfer of such Share; (ii) the completion of any administrative steps (for example, but without limitation, the transfer of certificates) that the Company may reasonably impose; (iii) applicable requirements of federal and state securities laws; and (iv) the terms and conditions of the Equity Agreements to the extent that they are then in effect.

10. Provisions of the Plan . This Grant is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference. A copy of the Plan as in effect on the date of the grant of this Award has been furnished to the Grantee and the Grantee agrees to be bound by the terms of the Plan and this Award. In the event of any conflict between the terms of this Award and the Plan, the terms of this Award shall control. Notwithstanding Section 9 of the Plan, the Administrator shall not, in order to avoid liability accounting as provided therein, revoke or reduce the amount of any Award, but may impose reasonable terms and conditions on the exercise of put rights, call rights and other transactions as may be reasonably necessary to avoid the treatment of the grant as a liability award under FASB. Notwithstanding Section 9 of the Plan, the Administrator shall not, without the Grantee’s consent, alter the terms of the Plan or this Award Agreement so as to adversely affect the Grantee’s rights under this Award Agreement.

11. Other Agreements . Grantee acknowledges and agrees that the Shares delivered under this Award Agreement shall be subject to the Equity Agreements and the transfer and other restrictions, rights, and obligations set forth therein. By executing this Award Agreement, Grantee hereby becomes a party to and bound by the Equity Agreements as an Executive (as such term is defined in the Stockholders Agreement and used in the Side Letter Agreement), without any further action on the part of Grantee, the Company or any other Person.

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12. Certain Tax Matters . The Grantee expressly acknowledges the following:

A. The Grantee has been advised to confer promptly with a professional tax advisor to consider whether the Grantee should make a so-called “83(b) election” with respect to the Shares. Any such election, to be effective, must be made in accordance with applicable regulations and within thirty (30) days following the date this Award is granted and the Grantee must provide the Company with a copy of the 83(b) election prior to filing. The Company has made no recommendation to the Grantee with respect to the advisability of making such an election.

B. The award or Vesting of the Shares acquired hereunder, and the payment of dividends with respect to such Shares, may give rise to “wages” subject to withholding. The Grantee expressly acknowledges and agrees that his or her rights hereunder are subject to his or her promptly paying to the Company in cash (or by such other means as may be acceptable to the Company in its discretion), all taxes required to be withheld in connection with such award, Vesting or payment. Notwithstanding the foregoing, the Administrator shall, at the election of the Participant, hold back Shares from an Award or permit the Grantee to tender previously owned shares of Stock in satisfaction of tax withholding requirements (but not in excess of the applicable minimum statutory withholding rate).

13. Definitions . The initially capitalized term Grantee shall have the meaning set forth on the first page of this Award Agreement; initially capitalized terms not otherwise defined herein shall have the meaning provided in the Plan, and to the extent not defined in the Plan, then as defined in the Equity Agreements. The following terms shall have the meanings set forth below:

“Cause” has the meaning set forth in the Employment Agreement.

“Change of Control” has the meaning set forth in the Stockholders Agreement.

“Disability” has the meaning set forth in the Employment Agreement.

“Employment Agreement” shall mean the employment agreement entered into between the Company, BT Triple Crown Merger Co., Inc. and the Grantee dated July 28, 2008.

“Good Reason” has the meaning set forth in the Employment Agreement.

“Investors” has the meaning set forth in the Stockholders Agreement.

“Merger Agreement” shall mean the Agreement and Plan of Merger, dated as of November 16, 2006 and amended on April 18, 2007, May 17, 2007 and May 13, 2008, by and among the Company, MergerSub, B Triple Crown Finco, LLC, a Delaware limited liability company, T Triple Crown Finco, LLC, a Delaware limited liability company, and Clear Channel Communications, Inc., a Texas Corporation (“ Clear Channel ”).

“Vest” as used herein with respect to any Share means the lapsing of the restrictions described herein with respect to such Share.

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14. General . For purposes of this Award Agreement and any determinations to be made by the Administrator or the Committee, as the case may be, hereunder, the determinations by the Administrator or the Committee, as the case may be, shall be binding upon the Grantee and any transferee.

[Remainder of the page intentionally left blank]

-5-

Very truly yours,

Address:

Dated:

The foregoing Restricted Stock

Award is hereby accepted:

CC MEDIA HOLDINGS, INC.

Name: Andrew Levin

Title: Executive Vice President and Chief Legal Officer

[SIGNATURE PAGE TO RANDALL T. MAYS SENIOR EXECUTIVE RESTRICTED STOCK AGREEMENT ]

Section 83(b) Election

[DATE]

Department of the Treasury

Internal Revenue Service Center

Austin, TX 73301-0002

Ladies and Gentlemen:

I hereby make an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended. The following information is submitted as required by Treas. Reg. §1.83-2(e):


1.	Name of Taxpayer:	«First_Name» «Last_Name»

	Home Address:	«Street»
		«City», «State» «Zip»



	Social Security No.:

2.	Property for which election is made:	«Total_Shares» Shares of Class A Common Stock of CC Media Holdings, Inc.

3.	Date of Transfer:

4.	Taxable year for which election is made:	Calendar year 2008

5.	Restrictions to which property is subject:	The shares are subject to time-based vesting restrictions and other forfeiture provisions as specified in a restricted stock award agreement and are restricted as to transfer in accordance with a stockholders agreement. The shares will generally be forfeited if employment ceases prior to vesting.

6.	The fair market value of the property at the time of its transfer to me (without regard to restrictions) was:	«Total_Value»

7.	Amount paid for the property:	$0.00

A copy of this election has been furnished to the Company and to each other person, if any, required to receive the election pursuant to Treas. Reg. § 1.83-2(d).

Please acknowledge receipt of this Section 83(b) Election by signing or stamping the enclosed copy of this letter and return it in the enclosed, self-addressed, stamped envelope.

Very truly yours,

«First_Name» «Last_Name»

cc:	CC Media Holdings, Inc.

Exhibit 10.22

SENIOR MANAGEMENT OPTION AGREEMENT

Optionee:

This Option and any securities issued upon exercise of this Option are subject to restrictions on transfer and requirements of sale and other provisions as set forth below.

CC MEDIA HOLDINGS, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT

This stock option (the “Option”) is granted by CC Media Holdings, Inc., a Delaware corporation (the “Company”), to the Optionee, pursuant to the Company’s 2008 Executive Incentive Plan (as amended from time to time, the “Plan”). For the purpose of this Senior Management Option Agreement (the “Agreement”), the “Grant Date” shall mean July 30, 2008.

1. Grant of Option . The Agreement evidences the grant by the Company on the Grant Date to the Optionee of an option to purchase, in whole or in part, on the terms provided herein and in the Plan, shares of class A common stock of the Company, par value $.001 per share (the “Shares”), as set forth below:

(a)

Shares at $36.00 per Share (the “Tranche 1 Options”);

(b)

Shares at $36.00 per Share (the “Tranche 2 Options”); and

(c)

Shares at $36.00 per Share (the “Tranche 3 Options”).”

The Option evidenced by this Agreement is not intended to qualify as an incentive stock option under Section 422 of the Code.

2. Vesting .

3. Exercise of Option . Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor or administrator or by the person or persons to whom this Option is transferred by will or the applicable laws of descent and distribution (the “Legal Representative”), and made pursuant to and in accordance with the terms and conditions set forth in the Plan. In addition to the methods of payment otherwise permitted by the Plan, the Administrator shall, at the election of the Optionee, hold back Shares from an Option having a Fair Market Value equal to the exercise price in payment of the Option exercise price. The latest date on which this Option may be exercised (the “Final Exercise Date”) is the date which is the tenth anniversary of the Grant Date, subject to earlier termination in accordance with the terms and provisions of the Plan and this Agreement. Notwithstanding the foregoing, and subject to the provisions of Section 2(b) above, the following rules will apply if a Optionee’s Employment ceases in all circumstances: automatically and immediately upon the cessation of Employment, this Option will cease to be exercisable and will terminate, except that:

(a) any portion of this Option held by the Optionee or the Optionee’s permitted transferees, if any, immediately prior to the termination of the Optionee’s Employment by reason of a termination by the Company without Cause, to the extent then vested and exercisable, will remain exercisable for the shorter of (i) a period of 90 days or (ii) the period ending on the Final Exercise Date, and will thereupon terminate; and

(b) any portion of this Option held by the Optionee or the Optionee’s permitted transferees, if any, immediately prior to the termination of the Optionee’s Employment by reason of death or Disability, to the extent then vested and exercisable, will remain exercisable for the shorter of (i) the one year period ending with the first anniversary of the Optionee’s death or Disability, as the case may be, or (ii) the period ending on the Final Exercise Date, and will thereupon terminate.

4. Lock Up . The Optionee agrees that in connection with a public offering and sale of shares of Stock for cash by the Company pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”) and upon the Company’s or underwriter’s request, the Optionee will not sell, make any short sale of, loan, grant any option for the purchase of, pledge, enter into any swap or other arrangement that transfers any of the economic consequences of ownership, or otherwise encumber or otherwise dispose of any of the Shares issued upon exercise of this Option for such period as the Company or underwriter may request, commencing on the effective date of the registration statement relating to any such offering and continuing for not more than 90 days (or 180 days in the case of any public offering up to and including the public offering that is the first underwritten public offering after the date of the Merger (other than on Form S-4, S-8 or a comparable form) in connection with which the Company or its majority shareholders receives sale proceeds therefrom), except with the prior written consent of the Company or underwriter. The Optionee agrees that he or she will sign a “lock up” or similar agreement in connection with a Public Offering on terms and conditions that the Company or underwriter deems necessary or desirable. For the avoidance of doubt this Agreement and the Shares issued pursuant to this Agreement are not subject to the Stockholders Agreement.

5. Withholding . No Shares will be transferred pursuant to the exercise of this Option unless and until the person exercising this Option shall have remitted to the Company an amount sufficient to satisfy any federal, state, or local withholding tax requirements, or shall have made other arrangements satisfactory to the Company with respect to such taxes. The Administrator may, in its sole discretion, hold back Shares otherwise receivable under this Agreement or permit the Optionee to tender previously owned shares of Stock in satisfaction of tax withholding requirements (but not in excess of the applicable minimum statutory withholding rate).

6. Nontransferability of Option . This Option is not transferable by the Optionee other than by will or the applicable laws of descent and distribution, and is exercisable during the Optionee’s lifetime only by the Optionee.

7. Status Change . Upon the termination of the Optionee’s Employment, this Option shall continue or terminate, as and to the extent provided in the Plan and this Agreement.

9. Non-Competition, Non-Solicitation, Non-Disclosure . The Board shall have the right to cancel, modify, rescind, suspend, withhold or otherwise limit or restrict this Option, including, without limitation, canceling or rescinding this Option if the Board determines that the Optionee is not in compliance with any non-competition or non-solicitation or non-disclosure agreement with the Company and such non-compliance has not been authorized in advance in a specific written waiver from the Company. In addition, in the event of any such violation of such agreement (without the advance written consent of the Company) that occurs during the period following termination of employment covered by any such agreement, the Company may require that (i) the Optionee sell to the Company Shares received by the Optionee upon exercise of the Option and then held by the Optionee for a purchase price equal to the aggregate exercise price of the Option; or (ii) the Optionee remit or deliver to the Company (1) the amount of any gain realized upon the sale of any Shares received pursuant to this Option, and (2) any consideration received upon the exchange of any Shares received pursuant to this Option (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange). The Company shall have the right to offset, against any Shares and any cash amounts due to the Optionee under or by reason of Optionee’s holding this Option, any amounts to which the Company is entitled as a result of Optionee’s violation of the terms of any non-competition, non-solicitation or non-disclosure agreement with the Company or Optionee’s breach of any duty to the Company. Accordingly, Optionee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow. The Optionee acknowledges and agrees that the calculation of damages from a breach of an agreement with the Company or of any duty to the Company would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Optionee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

10. Provisions of the Plan . This Option is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference. A copy of the Plan as in effect on the date of the grant of this Option has been furnished to the Optionee. By exercising all or any part of this Option, the Optionee agrees to be bound by the terms of the Plan and this Agreement. In the event of any conflict between the terms of this Agreement and the Plan, the terms of this Agreement shall control.

11. Definitions . The initially capitalized terms Optionee and Grant Date shall have the meanings set forth on the first page of this Agreement; initially capitalized terms not otherwise defined herein shall have the meaning provided in the Plan, and, as used herein, the following terms shall have the meanings set forth below:

“ Affiliate ” means, with respect to any specified Person, (a) any other Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person, or (b) if such specified Person is a natural person, any member of the immediate family of such specified Person. For the purposes of this Agreement, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this Agreement, none of the Company or any of its subsidiaries will be considered an Affiliate of any of the Sponsors or any of their respective Affiliates or Affiliated Funds.

“ Affiliated Fund ” means, with respect to any specified Person, (i) an investment fund that is an Affiliate of such Person or that is advised by the same investment adviser as such Person or by an Affiliate of such investment adviser or such Person or, with respect to a Person that is a Sponsor or an Affiliate of a Sponsor, (ii) any other partnership, limited liability company or other legal entity controlled (a) jointly by the Sponsors and/or their respective Affiliates or (b) individually by a single Sponsor and/or its Affiliates, in each case (a) and (b) that is formed to invest directly or indirectly in the Company and that is designated as an Affiliate by the Sponsor or Sponsors that control, or whose Affiliates control, such entity.

“ Change of Control ” means (a) any consolidation or merger of the Company with or into any other corporation or other Person, or any other corporate reorganization or transaction (including the acquisition of capital stock of the Company), whether or not the Company is a party thereto, after which the Sponsors and their respective Affiliated Funds and Affiliates do not directly or indirectly control capital stock representing more than 25% of the economic interests in and 25% of the voting power of the Company or other surviving entity immediately after such consolidation, merger, reorganization or transaction; (b) any sale or other transaction or series of related transactions, whether or not the Company is a party thereto, after which in excess of 50% of the Company’s voting power is owned directly or indirectly by any Person and its “affiliates” or “associates” (as such terms are defined in the rules adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended), other than the Sponsors and their respective Affiliated Funds and Affiliates (or a group of Persons that includes such Persons); or (c) a sale of all or substantially all of the assets of the Company to any Person and the “affiliates” or “associates” of such Person (or a group of Persons acting in concert), other than the Sponsors and their respective Affiliated Funds and Affiliates (or a group of Persons that includes such Persons).

“ Cause ” means (1) the Optionee’s failure to perform (other than by reason of Disability), or material negligence in the performance of, his or her duties and responsibilities to the Company or any of its Affiliates; (2) material breach by the Optionee of any provision of this Agreement or any employment or other written agreement; or (3) other conduct by the Optionee that is materially harmful to the business, interests or reputation of the Company or any of its Affiliates.

“ Disability ” shall have the meaning ascribed to such term in any employment agreement other similar agreement between the Optionee and the Company or any of its subsidiaries, or, if no such agreement exists or the provisions of such agreements conflict, the disability of a Optionee during his or her Employment through any illness, injury, accident or condition of either a physical or psychological nature as a result of which, in the judgment of the Board, he or she is unable to perform substantially all of his duties and responsibilities, notwithstanding the provision of any reasonable accommodation, for ninety (90) consecutive days during any period of three hundred and sixty-five (365) consecutive calendar days.

“ Investor Shares ” means Shares of any type held by Clear Channel Capital IV, LLC and any successors in interest thereto and Clear Channel Capital V, L.P. and any successors in interest thereto, (each, an “Investor”) and shall include any stock, securities or other property or interests received by the Investors in respect of Investor Shares in connection with any stock dividend or other similar distribution, stock split or combination of shares, recapitalization, conversion, reorganization, consolidation, split-up, spin-off, combination, repurchase, merger, exchange of stock or other transaction or event that affects the Company’s capital stock occurring after the date of issuance.

“ Person ” means any natural person or individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

“ Return to Investor ” means the return to the Sponsors, measured in the aggregate, on their cash investment to purchase Investor Shares, taking into account the amount of all cash dividends and cash distributions to such Sponsors in respect of their Investor Shares and all cash proceeds to such Sponsors from the sale or other disposition of such Investor Shares.

“ Sponsors ” shall mean Bain Capital (CC) IX L.P. and its Affiliates and THL Equity Fund VI, L.P. and its Affiliates.

“ Stock ” means class A common stock of CC Media Holdings, Inc, par value $.001 per share.

12. General . For purposes of this Option and any determinations to be made by the Administrator or the Committee, as the case may be, hereunder, the determinations by the Administrator or the Committee, as the case may be, shall be binding upon the Optionee and any transferee.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed under its corporate seal by its duly authorized officer. This Agreement shall take effect as a sealed instrument.


CC MEDIA HOLDINGS, INC.

By:
Name:		Mark P. Mays
Title:		CEO

Dated:

Acknowledged and Agreed

Name:

Address of Principal Residence:

Exhibit 10.23

EXECUTIVE OPTION AGREEMENT

Optionee:

This Option and any securities issued upon exercise of this Option are subject to restrictions on transfer and requirements of sale and other provisions as set forth below.

CC MEDIA HOLDINGS, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT

This stock option (the “ Option ”) is granted by CC Media Holdings, Inc., a Delaware corporation (the “ Company ”), to the Optionee, pursuant to the Company’s 2008 Executive Incentive Plan (as amended from time to time, the “ Plan ”). For the purpose of this Executive Option Agreement (the “ Agreement ”), the “ Grant Date ” shall mean July 30, 2008.

1. Grant of Option . The Agreement evidences the grant by the Company on the Grant Date to the Optionee of an option to purchase, in whole or in part, on the terms provided herein and in the Plan, shares of Class A Common Stock, par value $.001 per share (the “ Shares ”), as set forth below:

(a)

Shares at $36.00 per Share (the “ Tranche 1 Options ”);

(b)

Shares at $36.00 per Share (the “ Tranche 2 Options ”); and

(c)

Shares at $36.00 per Share (the “ Tranche 3 Options ”).”

The Option evidenced by this Agreement is not intended to qualify as an incentive stock option under Section 422 of the Code.

2. Vesting .

3. Exercise of Option . Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her executor or administrator or by the person or persons to whom this Option is transferred by will or the applicable laws of descent and distribution (the “ Legal Representative ”), and made pursuant to and in accordance with the terms and conditions set forth in the Plan. In addition to the methods of payment otherwise permitted by the Plan, the Administrator shall, at the election of the Optionee, hold back Shares from an Option having a Fair Market Value equal to the exercise price in payment of the Option exercise price. The latest date on which this Option may be exercised (the “ Final Exercise Date ”) is the date which is the tenth anniversary of the Grant Date, subject to earlier termination in accordance with the terms and provisions of the Plan and this Agreement. Notwithstanding the foregoing, and subject to the provisions of Section 2(b) above, the following rules will apply if a Optionee’s Employment ceases in all circumstances: automatically and immediately upon the cessation of Employment, this Option will cease to be exercisable and will terminate, except that:

(a) any portion of this Option held by the Optionee or the Optionee’s Permitted Transferees, if any, immediately prior to the termination of the Optionee's Employment by reason of a termination by the Company without Cause, to the extent then vested and exercisable, will remain exercisable for the shorter of (i) a period of 90 days or (ii) the period ending on the Final Exercise Date, and will thereupon terminate; and

(b) any portion of this Option held by the Optionee or the Optionee’s Permitted Transferees, if any, immediately prior to the termination of the Optionee's Employment by reason of death or Disability, to the extent then vested and exercisable, will remain exercisable for the shorter of (i) the one year period ending with the first anniversary of the Optionee's death or Disability, as the case may be, or (ii) the period ending on the Final Exercise Date, and will thereupon terminate.

4. Withholding . No Shares will be transferred pursuant to the exercise of this Option unless and until the person exercising this Option shall have remitted to the Company an amount sufficient to satisfy any federal, state, or local withholding tax requirements, or shall have made other arrangements satisfactory to the Company with respect to such taxes. The Administrator may, in its sole discretion, hold back Shares otherwise receivable upon exercise of the Option or permit an Optionee to tender previously owned shares of Stock in satisfaction of tax withholding requirements (but not in excess of the applicable minimum statutory withholding rate).

5. Nontransferability of Option . This Option is not transferable by the Optionee other than by will or the applicable laws of descent and distribution, and is exercisable during the Optionee's lifetime only by the Optionee.

6. Restrictions on Shares .

(a) Transferability of Shares . Except as provided in this Section 6, no Transfer of Shares received upon exercise of the Option (“ Received Shares ”) by the Optionee is permitted:

(i) Permitted Transferees . The Optionee may Transfer any and all Received Shares to a Permitted Transferee, provided that such Permitted Transferee shall become a party to and subject to the terms and conditions of this Agreement. Prior to the initial Transfer of any Received Shares to a given Permitted Transferee pursuant to this Section 6(a) and as a condition thereto, the Permitted Transferee shall execute a written agreement in a form provided by the Company under which such Permitted Transferee shall become subject to all provisions of this Agreement to the extent applicable to the Received Shares, including without limitation Sections 6, 7, and 10.

(ii) Public Transfers . After the third anniversary of the closing of a Qualified Public Offering, the Optionee may Transfer any or all Received Shares to the public pursuant to Rule 144 under the Securities Act of 1933, as amended (“ Rule 144 ”).

(iii) Sale Rights on Termination Due to Death or Disability . Upon the Optionee's termination of Employment due to death or Disability, the Optionee and his or her Permitted Transferees will have the right, subject to Sections 6(a)(v) and 6(a)(vi), to sell to the public pursuant to Rule 144 at any time during the one-year period following the effective date of such termination all or any portion of the Received Shares, notwithstanding that such a Transfer might not otherwise then be permitted by Section 6(a)(ii).

(iv) Release of Received Shares . If prior to the third anniversary of the closing of a Qualified Public Offering, any Investor makes a Transfer of its Equity Shares to any Person (other than a Transfer to any other Investor or Sponsor or to any of the respective Affiliates or Affiliated Funds of any such Investor or Sponsor), then the Optionee will be permitted to Transfer, pursuant to Rule 144, that portion of the Optionee's Received Shares that bears the same proportion to the total number of Shares with respect to which this Option is then vested and exercisable and Received Shares then owned by the Optionee as the number of Equity Shares that were Transferred by such Investor bears to the total number of Equity Shares that were owned by all Investors immediately prior to such Transfer.

(v) Legal Restrictions; Other Restrictions . The restrictions on Transfer contained in this Agreement, including those specified in this Section 6, are in addition to any prohibitions and other restrictions on transfer arising under any applicable laws, rules or regulations, and the Optionee may not Transfer Received Shares to any other Person unless the Optionee first takes all reasonable and customary steps, to the reasonable satisfaction of the Company, to ensure that such Transfer would not violate, or be reasonably expected to restrict or impair the respective business activities of the Company or any of its subsidiaries under, any applicable laws, rules or regulations, including applicable securities, antitrust or U.S. federal communications laws, rules and regulations. The restrictions on Transfer contained in this Agreement are in addition to any other restrictions on Transfer to which the Optionee may be subject, including any restrictions on Transfer contained in the Company’s certificate of incorporation (including restrictions therein relating to federal communications laws), or any other agreement to which the Optionee is a party or is bound or any applicable lock-up rules and regulations of any national securities exchange or national securities association.

(vi) Impermissible Transfers . Any Transfer of Received Shares not made in compliance with the terms of this Section 6 shall be null and void ab initio, and the Company shall not in any way give effect to any such Transfer.

(vii) Period . Upon the occurrence of a Change of Control, all the Transfer restrictions of this Section 6 shall terminate.

(b) Drag Rights .

(i) Sale Event Drag Along . If the Company notifies the Optionee in writing that it has received a valid Drag Along Sale Notice (as defined in the Stockholders Agreement) pursuant to the Stockholders Agreement and that Capital IV has informed the Company that it desires to have the Optionee participate in the transaction that is the subject of the Drag Along Sale Notice, then the Optionee shall be bound and obligated to Transfer in such transaction the percentage of the aggregate number of Shares with respect to which this Option is then vested and exercisable and Received Shares then held by the Optionee that the Company notifies the Optionee is equal to the percentage of Equity Shares held by the Sponsors and their Affiliates that the Sponsors and Affiliates are transferring in such transaction, on the same terms and conditions as the Sponsors and their Affiliates with respect to each Equity Share Transferred. With respect to a given transaction that is the subject of a Drag Along Notice, the Optionee's obligations under this Section 6(b) shall remain in effect until the earlier of (1) the consummation of such transaction and (2) notification by the Company that such Drag Along Sale Notice has been withdrawn.

(ii) Waiver of Appraisal Rights . The Optionee agrees not to demand or exercise appraisal rights under Section 262 of the Delaware General Corporate Law, as amended, or otherwise with respect to any transaction subject to this Section 6(b), whether or not such appraisal rights are otherwise available.

(iii) Further Assurances . The Optionee shall take or cause to be taken all such actions as requested by the Company or Capital IV in order to consummate any transaction subject to this Section 6(b) and any related transactions, including but not limited to the exercise of vested Options and the execution of agreements and other documents requested by the Company.

(iv) Period . The foregoing provisions of this Section 6(b) shall terminate upon the occurrence of a Change of Control.

(c) Lock-Up . The Optionee agrees that in connection with a Public Offering, upon the request of the Company or the managing underwriters(s) of such Public Offering, the Optionee will not Transfer, make any short sale of, loan, grant any option for the purchase of, pledge, enter into any swap or other arrangement that transfers any of the economic ownership, or otherwise encumber or dispose of the Option or any portion thereof or any of the Received Shares for such period as the Company or such managing underwriter(s), as the case may be, may request, commencing on the effective date of the registration statement relating to such Public Offering and continuing for not more than 90 days (or 180 days in the case of any Public Offering up to and including the Qualified Public Offering), except with the prior written consent of the Company or such managing underwriter(s), as the case may be. The Optionee also agrees that he or she will sign a “lock up” or similar arrangement in connection with a Public Offering on terms and conditions that the Company or the managing underwriter(s) thereof deems necessary or desirable.

7. Grant of Proxy . To the extent permitted by law, the Optionee hereby grants to Capital IV an irrevocable proxy coupled with an interest, with full power of substitution, to vote such Optionee's Received Shares as Capital IV sees fit on all matters related to (i) the election of members of the Board, (ii) any transaction subject to Section 6(b) herein or (iii) any amendment to the Company’s certificate of incorporation to increase the number of shares of common stock authorized thereunder. Such proxy shall be valid and remain in effect until the earlier of (1) the occurrence of a Change of Control and (2) with respect to any particular matter, the latest date permitted by applicable law.

8. Status Change . Upon the termination of the Optionee's Employment, this Option shall continue or terminate, as and to the extent provided in the Plan and this Agreement.

9. Effect on Employment . Neither the grant of this Option, nor the issuance of Shares upon exercise of this Option, shall give the Optionee any right to be retained in the employ of the Company or its Affiliates, affect the right of the Company or its Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time.

10. Non-Competition, Non-Solicitation, Non-Disclosure . The Board shall have the right to cancel, modify, rescind, suspend, withhold or otherwise limit or restrict this Option, including, without limitation, canceling or rescinding this Option if the Board determines that the Optionee is not in compliance with any non-competition or non-solicitation or non-disclosure agreement with the Company and such non-compliance has not been authorized in advance in a specific written waiver from the Company. In addition, in the event of any such violation of such agreement (without the advance written consent of the Company) that occurs during the period following termination of employment covered by any such agreement, the Company may require that (i) the Optionee sell to the Company Received Shares then held by the Optionee for a purchase price equal to the aggregate exercise price of the Options and (ii) the Optionee remit or deliver to the Company (1) the amount of any gain realized upon the sale of any Received Shares, and (2) any consideration received upon the exchange of any Received Shares (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange). The Company shall have the right to offset, against any Shares and any cash amounts due to the Optionee under or by reason of Optionee’s holding this Option, any amounts to which the Company is entitled as a result of Optionee’s violation of the terms of any non-competition, non-solicitation or non-disclosure agreement with the Company or Optionee’s breach of any duty to the Company. Accordingly, Optionee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow. The Optionee acknowledges and agrees that the calculation of damages from a breach of an agreement with the Company or of any duty to the Company would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Optionee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

11. Provisions of the Plan . This Option is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference. A copy of the Plan as in effect on the date of the grant of this Option has been furnished to the Optionee. By exercising all or any part of this Option, the Optionee agrees to be bound by the terms of the Plan and this Agreement. In the event of any conflict between the terms of the Plan and this Agreement, the terms of this Agreement shall control.

12. Definitions . The initially capitalized terms Optionee and Grant Date shall have the meanings set forth on the first page of this Agreement; initially capitalized terms not otherwise defined herein shall have the meaning provided in the Plan, and, as used herein, the following terms shall have the meanings set forth below:

“ Affiliate ” means, with respect to any specified Person, any other Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. For the purposes of this Agreement, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this Agreement, none of the Company or any of its subsidiaries will be considered an Affiliate of any Sponsor or any of their respective Affiliates or Affiliated Funds.

“ Affiliated Fund ” means, with respect to any specified Person, (a) an investment fund that is an Affiliate of such Person or that is advised by the same investment adviser as such Person or by an Affiliate of such investment adviser or such Person or, with respect to a Person that is a Sponsor or an Affiliate of a Sponsor, (b) any partnership, limited liability company or other legal entity controlled (i) jointly by the Sponsors and/or their respective Affiliates or (ii) individually by a single Sponsor and/or its Affiliates, in each case (i) and (ii) that is formed to invest directly or indirectly in the Company.

“ Capital IV ” means Clear Channel Capital IV, LLC, a Delaware limited liability company formed and jointly controlled by the Sponsors, and its successors and/or assigns.

“ Capital V ” means Clear Channel Capital V, L.P., a Delaware limited partnership formed and jointly controlled by the Sponsors, and its successors and/or assigns.

“ Change of Control ” means (a) any consolidation or merger of the Company with or into any other corporation or other Person, or any other corporate reorganization or transaction (including the acquisition of capital stock of the Company), whether or not the Company is a party thereto, after which the Sponsors and their respective Affiliated Funds and Affiliates do not directly or indirectly control capital stock representing more than 25% of the economic interests in and 25% of the voting power of the Company or other surviving entity immediately after such consolidation, merger, reorganization or transaction; (b) any stock sale or other transaction or series of related transactions, whether or not the Company is a party thereto, after which in excess of 50% of the Company’s voting power is owned directly or indirectly by any Person and its “affiliates” or “associates” (as such terms are defined the Securities Exchange Act of 1934, as amended and the rules thereunder), other than the Sponsors and their respective Affiliated Funds

and Affiliates (or a group of Persons that includes such Persons); or (c) a sale of all or substantially all of the assets of the Company to any Person and the “affiliates” or “associates” of such Person (or a group of Persons acting in concert), other than the Sponsors and their respective Affiliated Funds and Affiliates (or a group of Persons that includes such Persons).

“ Disability ” (a) has the meaning given to such term in the Optionee's employment agreement then in effect, if any, between the Optionee and the Company or any of its subsidiaries, or (b) if there is no such term in such employment agreement or there is no such employment agreement then in effect, means the disability of an Optionee during his or her Employment through any illness, injury, accident or condition of either a physical or psychological nature as a result of which, in the judgment of the Board, he or she is unable to perform substantially all of his or her duties and responsibilities, notwithstanding the provision of any reasonable accommodation, for 6 consecutive months during any period of 12 consecutive months.

“ Equity Shares ” means Shares as such term is used in the Stockholders Agreement.

“ Investors ” means Capital IV and Capital V and their “Permitted Transferees,” as defined in the Stockholders Agreement.

“ Investor Shares ” means Equity Shares of any type held by the Investors and shall include any stock, securities or other property or interests received by the Investors in respect of Equity Shares in connection with any stock dividend or other similar distribution, stock split or combination of shares, recapitalization, conversion, reorganization, consolidation, split-up, spin-off, combination, repurchase, merger, exchange of stock or other transaction or event that affects the Company’s capital stock occurring after the date of issuance.

“ Members of the Immediate Family ” means, with respect to an individual, each spouse or child or other descendant of such individual, each trust created solely for the benefit of one or more of the aforementioned persons and their spouses and each custodian or guardian of any property of one or more of the aforementioned persons in his or her capacity as such custodian or guardian.

“ Permitted Transferee ” means (a) the Optionee’s estate, executors, administrators, personal representatives, heirs, legatees or distributees, in each case acquiring the Received Shares in question pursuant to the will or other instrument taking effect at death of such Optionee or by applicable laws of descent and distribution, or (b) a trust, private foundation or entity formed for estate planning purposes for the benefit of the Optionee and/or any of the Members of the Immediate Family of such Optionee. In addition, the Optionee shall be a Permitted Transferee of the Optionee’s Permitted Transferees.

“ Public Offering ” means a public offering and sale of shares of common stock of the Company, for cash pursuant to an effective registration statement under the Securities Act of 1933, as amended.

“ Qualified Public Offering ” means the first underwritten Public Offering after the Grant Date pursuant to an effective registration statement (other than on Form S-4, S-8 or a comparable form) in connection with which the Company or any of the Sponsors or their respective Affiliates or Affiliated Funds receives sale proceeds therefrom.

“ Return to Investor ” means the return to the Sponsors and their respective Affiliates and Affiliated Funds, measured in the aggregate, on their cash investment to purchase Investor Shares, taking into account the amount of all cash dividends and cash distributions to the Sponsors and their respective Affiliates and Affiliated Funds in respect of their Investor Shares and all cash proceeds to the Sponsors and their respective Affiliates and Affiliated Funds from the sale or other disposition of such Investor Shares.

“ Sponsors ” shall mean Bain Capital (CC) IX L.P. and Thomas H. Lee Equity Fund VI, L.P.

“ Stockholders Agreement ” means the Stockholders Agreement, dated as of July 29, 2008, as amended from time to time, by and among the Company, BT Triple Crown Merger Co., Inc. and other stockholders of the Company who from time to time may become parties thereto.

“ Transfer ” means any sale, pledge, assignment, encumbrance, distribution or other transfer or disposition of shares or other property to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise.

13. General . For purposes of this Option and any determinations to be made by the Administrator or Committee, as the case may be, hereunder, the determinations by the Administrator or Committee, as the case may be, shall be binding upon the Optionee and any transferee.

IN WITNESS WHEREOF, the Company has caused this Option to be executed under its corporate seal by its duly authorized officer. This Option shall take effect as a sealed instrument.


CC MEDIA HOLDINGS, INC.

By:
Name:		Mark P. Mays
Title:		CEO

Dated:

Acknowledged and Agreed

Name:

Address of Principal Residence:

Exhibit 10.24

This document constitutes

part of a prospectus covering

securities that have been registered

under the Securities Act of 1933

PROSPECTUS

Description of

CLEAR CHANNEL

EMPLOYEE EQUITY INVESTMENT PROGRAM

Dated July 30, 2008

This memorandum summarizes the Clear Channel Employee Equity Investment Program and has been prepared to describe the risks of holding the securities described herein but does not purport to be a complete description and is qualified in its entirety by the full text of the Investor Agreement. In choosing to subscribe for the securities of CC Media Holdings, Inc., the parent of Clear Channel Communications, Inc. (“Parent”), you must rely on your own examination of Parent, Clear Channel Communications, Inc., and its subsidiaries, the transactions (as described herein), and the terms of participation, including the merits and risks involved. Persons participating in the Program should not construe the contents of this memorandum or any prior or subsequent communications, whether written or oral, as investment, tax or legal advice. You should consult your own attorney, investment, tax or other advisor as to legal, investment, business, tax or other advice.

This information is being provided confidentially to you so that you may consider equity participation in Parent by acquiring the securities described herein. Neither Parent nor Clear Channel Communications, Inc., has authorized its use for any other purpose. This memorandum may not be copied or reproduced in whole or in part. You may not distribute this memorandum or disclose its contents except as necessary to discuss your participation with your legal, investment, business or tax advisors. By accepting delivery of this memorandum, you agree to these restrictions.

TABLE OF CONTENTS



A. INTRODUCTION		3

The Program		3

The Transaction		4

Basic Questions and Answers about the Program		4

B. INVESTMENT RISKS		8

C. CERTAIN INFORMATION CONCERNING THE COMPANY		13

D. DESCRIPTION OF THE PROGRAM		13

Nature and Purpose		13

Eligibility and Participation		14

Administration		14

Acquisition of Common Stock		14

One-Time Offer		15

Amendment and Termination		15

E. INVESTOR AGREEMENT AND RELATED MATTERS		16

CLEAR CHANNEL

EMPLOYEE EQUITY INVESTMENT PROGRAM

A. INTRODUCTION

This confidential memorandum (the “ Memorandum ”) has been prepared on a confidential basis solely for use by certain employees of Clear Channel Communications, Inc. (“ Clear Channel ” or the “ Company ”) and its subsidiaries who have been given the opportunity to, and may choose to, subscribe for Class A common shares of CC Media Holdings, Inc. (“ Parent ”), the parent corporation of the entity that merged with and into Clear Channel in the transaction described below. Following the merger, Clear Channel will continue its corporate existence as a subsidiary of Parent, with the same name: Clear Channel Communications, Inc. To avoid confusion and to differentiate between Clear Channel pre-merger and Clear Channel post-merger, the entity that will merge with and into Clear Channel in the merger, and Clear Channel following the merger, are referred to in this Memorandum as “ CCU .”

The Program

Parent established the Employee Equity Investment Program (referred to herein as the “ Program ”) to promote the growth and success of CCU and its subsidiaries by offering certain employees a one-time opportunity to acquire shares of stock in Parent.

This Memorandum summarizes the Program but does not purport to be a complete description and is qualified in its entirety by the full text of the investor agreement (the “ Investor Agreement ”). All persons who decide to participate must sign and return to Parent the Investor Agreement as described below. Persons participating in the Program should not construe the contents of this Memorandum or any prior or subsequent communications, whether written or oral, as investment, tax or legal advice. You should consult your own attorney, investment, tax or other advisor as to legal, investment, business, tax or other advice.

The Program is not subject to any provision of the Employee Retirement Income Security Act of 1974, as amended.

The Transaction

On November 16, 2006, Clear Channel entered into an Agreement and Plan of Merger with BT Triple Crown Merger Co., Inc., or “ CCU ,” a wholly-owned subsidiary of Parent, and others pursuant to which CCU merged with and into Clear Channel, with Clear Channel continuing as the surviving corporation and becoming a wholly-owned subsidiary of Parent (the “ Merger ”). (The Agreement and Plan of Merger, as amended on April 18, 2007, May 17, 2007 and May 13, 2008 is referred to herein as the “ Merger Agreement ”.) Throughout this Memorandum, the entity, Clear Channel, is referred to as “CCU” for all periods following the closing of the Merger. Upon the closing of the Merger, Thomas H. Lee Equity Fund VI, L.P., and certain affiliated funds, together with Bain Capital (CC) IX, L.P., and certain affiliated funds (collectively, the “ Majority Stockholders ”) and other investors became equity investors in Parent. CCU merged with and into Clear Channel in the Merger. The Majority Stockholders have acquired an indirect controlling interest in Clear Channel through their investment in Parent.

This Memorandum does not constitute an offer to sell, or the solicitation of an offer to buy, the securities to which this Memorandum relates in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction.

Neither the Securities and Exchange Commission (the “ SEC ”) nor any state securities commission has approved or disapproved of these securities or determined if this Memorandum is truthful or complete. Any representation to the contrary is a criminal offense. All descriptions of agreements herein or attached as exhibits hereto are summaries only, and you are encouraged to read each of such agreements and documents for a full understanding of their terms.

The information in this Memorandum is current only as of the date on the cover, and the business or financial condition and other information in this Memorandum may change after that date. All references to time herein refer to eastern standard time (“ EST ”).

Basic Questions and Answers about the Program

Q:	What is the purpose of the Program?

A:	The Program is intended to incentivize certain employees of CCU, Clear Channel Outdoor Holdings, Inc. (“CCO”) and their subsidiaries, to promote the growth and

success of CCU, CCO, and their subsidiaries by offering a one-time opportunity to acquire Class A common shares in Parent by investing cash. This investment opportunity is more fully described in the Investor Agreement, which is enclosed. You should carefully review that document, along with this Memorandum and all other documents given to you in connection with the Program prior to making your investment decision.

Q:	Who is selling the shares of Parent stock under the Program?

A:	Parent is selling the shares.

Q:	What shares are being offered?

A:	Parent is offering you the one-time opportunity to purchase Class A common shares.

Q:	How much will I have to pay for the shares?

The price per share will be equal to the fair market value of the shares as of the closing of the Merger. The Parent shares are being offered under the Program through the Investor Agreement, which is enclosed. The Parent Board of Directors has made a good faith determination that the price per share paid by the Majority Stockholders, or $36.00, is the fair market value of the shares as of the closing of the Merger.

Q:	How much must I invest to participate in the Program?

You may purchase Parent shares under this one-time offer to acquire shares by subscribing for a minimum of 100 shares, which is equal to a minimum commitment of $3,600. Because only 416,667 shares are available for purchase under the Program, if total number of shares subscribed for under the Program is greater than 416,667, each participant will receive a pro rated number of the shares for which he or she subscribed. This means that you may receive fewer shares than the number for which you subscribe on the enclosed Investor Agreement. If you receive only a pro rated portion of your subscription amount, you will receive a refund equal to the price per share times the number of shares by which your subscription amount was reduced.

Q:	How long do I have to make my decision?

A:	As more fully described in the Investor Agreement, your Investor Agreement, including the attached acceptance form (the “ Acceptance Form ”) must be received

by Parent no later than 5:00 p.m. EST on August 27, 2008 . You may submit these documents via email or fax; however, the original versions of any documents faxed or emailed must be received by Parent no later than 5:00 p.m. EST on Wednesday, September 3, 2008.

Q:	How can I pay for my shares?

A:	You can pay for your shares in cash (by wire transfer or personal check).

Q:	How and when do I deliver payment?

Any cash payment for the shares you wish to purchase should be wired to Parent’s account by 5:00 p.m. EST on August 27, 2008 to the account at Bank of America that has been set up to facilitate the purchase of shares under the Program. The information that you will need to wire payment to this account is set forth below:


Acct Name:		CC Media Holdings, Inc.
Bank:		Bank of America
ABA:		#26-009-593
Acct:		#004621206292
Ref:		ESPP

Please make sure that your name is clearly referenced in the wire instructions in order to make sure your cash payment is properly matched to your requested investment.

Please refer any questions and/or comments regarding wire payments to Cathy Johnson (210) 832-3312 or Cindy Stoltz (210) 832-3540.

If you are paying by check, you should attach your check to your Investor Agreement, which must be delivered by 5:00 p.m. EST on August 27, 2008 . You may also send a check after you submit you Investor Agreement, payable to CC Media Holdings, Inc.; however, your check must be received at the following address no later than 5:00 p.m. EST on August 27, 2008 .

CC Media Holdings, Inc.

c/o Clear Channel Communications, Inc.

200 East Basse Road

San Antonio, TX 78209

Attention: Retirement Benefits Department

Q:	What documents will I need to sign and return by 5:00 p.m. EST on August 27, 2008 to purchase shares?

If you have decided to subscribe, you should complete and return the Investor Agreement, Acceptance Form and Form W-9 (or, if you are not a United States citizen and are otherwise ineligible to use Form W-9, Form W-8BEN). Please review the Investor Agreement for information regarding the subscription process, including important information regarding the deadline for subscription. The Investor Agreement contains certain representations, warranties and acknowledgements, including an acknowledgment that there will be restrictions on your ability to transfer the Parent shares you are acquiring and certain other significant restrictions on your shares. The terms of these documents are more fully described below.

You may submit these documents via email or fax; however, the original versions of any documents faxed or emailed must be received by the Parent at the address below no later than 5:00 p.m. EST on Wednesday, September 3, 2008 .

CC Media Holdings, Inc.

c/o Clear Channel Communications, Inc.

200 East Basse Road

San Antonio, TX 78209

Attention: Retirement Benefits Department

Q:	Where can I find more information about Parent and the Program?

Information can be found in the filings to the Securities Exchange Commission, including the Form S-4 filed by Parent on June 2, 2008 (referred to herein as the “S-4”). Additional information about the Program can be found in the enclosed Investor Agreement. If you would like further information about Parent, CCU and/or the Program, you may contact the Retirement Benefits Department by telephone at 210-832-3800 or email at espp@clearchannel.com.

B. INVESTMENT RISKS

The following is a description of certain of the risks associated with an acquisition of shares of Parent Class A common stock. You should be aware that participation in the Program involves substantial associated risks, including, among others, those set forth below. The following risks and uncertainties could materially adversely affect Parent, an investment in Parent’s Class A common stock and/or Parent’s business, Parent’s financial condition or operating results (as well as all forecasts, projections and illustrative returns) and the value of Parent’s Class A common stock. For a description of additional factors that may adversely affect Parent’s business, you should refer to the “Risk Factors” section of the S-4. You are urged to review the risk factors set forth in the S-4.

You must make your own investment decision.

By executing the Investor Agreement, you acknowledge and agree, among other things, that (i) you have been provided with such information as you deem necessary to evaluate the merits and risks of investing in the Program (including, without limitation, such financial and other information regarding Parent, CCU, and their subsidiaries) and have been afforded the opportunity to ask such questions as you deem necessary of, and to receive answers from, representatives of Parent and CCU concerning the merits and risks of investing in the Program and (ii) in making the decision to invest in Parent, you have relied solely upon independent investigations made by you.

Because there has not been any public market for Parent Class A common stock, the market price and trading volume of Parent Class A stock may be volatile, and holders of Parent may not be able to sell shares of Parent at or above $36.00 following the Merger.

As Parent is a newly formed corporation, neither Clear Channel nor Parent can predict the extent to which investor interest will lead to a liquid trading market in Parent Class A common stock or whether the market price of Parent Class A common stock will be volatile following the Merger. The market price of Parent Class A common stock could fluctuate significantly for many reasons. Following consummation of the Merger, it is anticipated that the shares of Parent Class A common stock will be quoted on the Over-the-Counter Bulletin Board; however, shares of Parent will not be listed on a national securities exchange. The lack of an active market may impair the ability of investors in Parent to sell their shares of Class A common stock at the time they wish to sell them or at a price that they consider reasonable. The lack of an active market may also reduce the fair market value of the shares of Parent Class A common stock.

The price of the Class A common stock traded in the public market on the date of purchase may be less than $36.00.

Depending on the date of your subscription, there may be a period of time between your irrevocable subscription and August 27, 2008, the date you become a holder of record of the Class A common shares. During this period, the price in the public market may decline, but the price of your shares will remain at $36.00.

Parent has the ability to terminate its Exchange Act reporting, if permitted by applicable law, two years after the completion of the merger.

Parent is obligated by the Merger Agreement to use its reasonable efforts to continue to be a reporting company under the Exchange Act, and to continue to file periodic reports (including annual and quarterly reports) for at least two years after the completion of the Merger. After such time, if Parent were to cease to be a reporting company under the Exchange Act, and to the extent not required in connection with any other debt or equity securities of Parent registered or required to be registered under the Exchange Act, the information now available to Parent shareholders in the annual, quarterly and other reports required to be filed by Parent with the SEC would not be available to them as a matter of right.

There is no assurance that you will ever receive cash dividends on Parent Class A common stock.

There is no guarantee that Parent will ever pay cash dividends on Parent Class A common stock. The terms of Parent's new debt arrangements are expected to restrict Parent’s ability to pay cash dividends on Parent Class A common stock. In addition to those restrictions, under Delaware law, Parent is permitted to pay cash dividends on its capital stock only out of its surplus, which in general terms means the excess of its net assets over the original aggregate par value of its stock. In the event Parent has no surplus, it is permitted to pay these cash dividends out of its net profits for the year in which the dividend is declared or in the immediately preceding year. Accordingly, there is no guarantee that, if Parent decides to pay cash dividends, Parent will be able to pay you cash dividends on the Class A common stock. Also, even Parent is not prohibited from paying cash dividends by the terms of its debt or by law, other factors such as the need to reinvest cash back into Parent’s operations may prompt Parent board of directors to elect not to pay cash dividends.

It is expected that CCU will be substantially leveraged .

In connection with the transactions contemplated by the Merger Agreement, CCU will incur significant indebtedness and will be highly leveraged, which will significantly affect its financial condition going forward. Such leverage may subject CCU and its subsidiaries to restrictive financial and operating covenants, which may impair the ability of CCU and its subsidiaries to finance their future operations and capital needs. As a result, CCU and its subsidiaries may have limited flexibility to respond to changing business and economic conditions and to business opportunities. A leveraged company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used. In addition, a leveraged capital structure will subject CCU to increased exposure to adverse economic factors such as a significant rise in interest rates, a severe downturn in the economy or deterioration in the condition of CCU or its industry. CCU’s debt service requirements may make it more difficult for it and its subsidiaries to satisfy their financial obligations. In the event that CCU is unable to generate sufficient cash flow to meet principal and interest payments on its indebtedness, the value of your investment in Parent could be significantly reduced or even eliminated.

Parent may issue additional shares of stock in the future, which would dilute your equity interest .

Parent reserves the right to issue additional shares of common or preferred stock, voting or non-voting, at any time in the future and for any price, whether as part of additional employee benefit programs, to third party investors or otherwise. Any issuance of additional stock would dilute the value of the shares of stock that you hold.

The Company is controlled by affiliates of the Majority Stockholders.

The Majority Stockholders hold or have the ability to control Parent’s outstanding voting stock. The Majority Stockholders generally have the ability to control the policies and operations of Parent and its subsidiaries. You should be aware that the interests of the Majority Stockholders may not in all cases be aligned with the interests of you and the other stockholders of Parent.

There are potential conflicts of interest involving the Majority Stockholders.

The Majority Stockholders are leaders in private equity, debt and capital markets investing. As a result, the Majority Stockholders are engaged in other businesses and have other interests. Accordingly, there are numerous perceived and actual conflicts of interest between the Majority Stockholders, on the one hand, and Parent, on the other. These are considerations of which potential you should be aware,

as such conflicts could disadvantage Parent. Present and future activities of the Majority Stockholders in addition to those described in this risk factor may give rise to additional conflicts of interest.

The following discussion enumerates certain potential conflicts of interest that exist between the Majority Stockholders and Parent. Other actual or potential conflicts of interests may exist as of the date of this Memorandum or in the future. Dealing with conflicts of interest is inherently complex and difficult and new and different types of conflicts may subsequently arise. There can be no assurance that the Majority Stockholders will be able to resolve all conflicts in a manner that is favorable or neutral to Parent. By acquiring Class A common stock under the Program, you acknowledge and represent that you have carefully reviewed the language in this Memorandum related to conflicts of interest and understand and consent to the existence of actual or potential conflicts of interest relating to the Majority Stockholders including, without limitation, those described in this section, and to the operation of Parent subject to these conflicts. You should consider the potential divergences of interest discussed below.

Other Activities . Conflicts of interest may arise in allocating management time, services or functions among the Majority Stockholders, Parent and other entities for which employees of the Majority Stockholders provide services.

Management Fees . The Majority Stockholders may receive ongoing annual management fees from Parent in respect of the services they provide to Parent pursuant to a management services agreement. If they are paid, no such fees will be shared with Parent, CCU, or you. In addition, officers or employees of the Majority Stockholders may receive fees paid and granted for service on the boards of directors of Parent. None of these fees will be shared with you.

Investments in Competitors . The Majority Stockholders may invest in other businesses that compete with the Parent and its subsidiaries and affiliates.

Certain Service Providers and Expenses . Parent will bear out-of-pocket expenses incurred by it or on its behalf, including, but not limited to, all legal (including with respect to litigation, if any), accounting, tax, auditing, administrative, information technology and other systems, reporting and tax preparation fees and expenses, all custodian fees, travel expenses, taxes, printing expenses, interest on borrowed monies, brokers’ fees and commissions, costs and expenses relating to the transfer of Class A common stock (to the extent not paid by the transferor), and certain other expenses, in each case whether the services are performed by internal staff of the Majority Stockholders or by third parties. The Majority Stockholders may provide (or

may establish an entity to provide) services to Parent. These services may include, among other items, fund accounting, legal, finance, portfolio management, asset and risk management, administration, due diligence, loan servicing, tax coordination, information technology, cash management and other services. Parent will be responsible for the fees and expenses associated with all of these services. Amounts paid to the Majority Stockholders by Parent with respect to all of these services are in addition to the annual management fees of the Majority Stockholders noted above.

There may be other material risks related to a direct investment in Parent.

This document does not contain all material information regarding Parent or all material risks related to a direct investment in Parent. There may be additional information available or previously provided to the Majority Stockholders or Parent or any of their respective affiliates that they have not reviewed or undertaken to review that is material or may in the future become material or that may make information otherwise contained in this document or any supplement hereto inaccurate or incomplete. It is possible that the Majority Stockholders and Parent or any of their respective affiliates is in possession of additional information not included in this document that may be deemed material by investors or may, after the date of this document, become material or be deemed material by investors. None of the Majority Stockholders or Parent has made, or expects to make, any of the foregoing information available to prospective investors in Parent. Moreover, each of them may be contractually prohibited from providing such information to prospective investors in Parent. Moreover, to the extent the Majority Stockholders or Parent or any of their respective advisors receive any such materials or findings, they disclaim any responsibility to review such materials or findings and they will not forward such materials or findings to prospective investors in Parent. Accordingly, prospective investors should conduct their own due diligence of Parent and are responsible for making their own assessment of the merits and risks of investing in Parent, including by performing their own legal, accounting and tax analysis of this offering.

Delivery of supplemental information may be incomplete.

Although additional information about Parent and the Investor Agreement may be provided to prospective investors in one or more supplements to this document, neither the Majority Stockholders nor Parent undertakes to update or revise the information contained herein, whether as a result of new information, future events or otherwise. Should any supplement to this document or any other additional information or documents be provided to prospective investors, such information may be provided shortly ( e.g. , in some cases, no more than 24 hours) before prospective

investors are required to deliver their investment agreements. Such information or documents may be provided to prospective investors verbally or in writing, and may be transmitted via telephone, voicemail, email, facsimile, courier, mail or alternative method, in each case in the sole discretion of the Majority Stockholders or Parent. Prospective investors are on notice that such information or documents may be delivered to them at any time, and they will be responsible for promptly reviewing any such items.

C. CERTAIN INFORMATION CONCERNING THE COMPANY

The Company

For a general description of Parent and CCU, you should refer to the S-4 filed by Parent with the SEC, along with all other public filings.

Financial Statements

Please see the section “Where You Can Find More Information” below. The public filings of Parent and CCU include detailed financial statements and information, including their audited financial statements. The public filings of Parent and CCU also describe other risks related to holding securities of Parent, which are relevant to your decision as to whether to subscribe for Class A common stock of Parent.

D. DESCRIPTION OF THE PROGRAM

The following is a summary description of the Program. This summary is qualified in its entirety by the full text of the enclosed Investor Agreement.

Nature and Purpose

The purpose of the Program is to incentivize certain key employees of CCU or its subsidiaries and promote the growth and success of Parent, CCU and their

subsidiaries by providing a method whereby eligible persons have a one-time opportunity to acquire a proprietary interest in Parent through the purchase of shares of Class A common stock.

Eligibility and Participation

Parent has determined which employees are eligible to participate in the Program. Participation in the Program is conditioned upon an eligible person's execution of the enclosed Investor Agreement. A description of the Program is provided below and is qualified entirely by the Investor Agreement.

Administration

The board of directors of Parent or a committee thereof (in either case, the “ Committee ”) will administer the Program. Subject to the express provisions of the Investor Agreement, the Committee has the authority to:

•

interpret and construe this Memorandum;

•

establish, amend and revoke rules and regulations for administering the Program;

•

determine the number of shares and purchase price for the Class A common stock sold under the Program; and

•

make all other determinations deemed necessary or advisable for administering the Program.

The Committee’s determination of these matters will be conclusive.

Acquisition of Common Stock

Eligible persons who are interested in acquiring shares of Class A common stock under the Program must forward to Parent a completed Investor Agreement, specifying the amount which the eligible person would like to invest to purchase shares under the Program, an executed Acceptance Form and payment for the shares the eligible person would like to purchase. In addition, you must also return a completed Form W-9 (or, if you are not a United States citizen and are otherwise ineligible to use Form W-9, Form W-8BEN).

The purchase price for shares of Class A common stock purchased under the Program must be paid by check or wire transfer of U.S. dollars or with such other

payment as is acceptable to Parent. For U.S. participants, payment made by funds from an IRA or other similar retirement account will not be permitted. The commitment to purchase shares pursuant to the Investor Agreement must be for at least 100 shares, which is equal to a minimum commitment of $3,600 and may be for any amount in excess thereof, subject to Parent’s right to accept the subscription at its discretion or reduce the number of shares purchased to ensure that the aggregate number of shares does not exceed the number of shares authorized for sale under the program determined by the board of directors of Parent.

The documents described above must be sent to the Retirement Benefits Department at the address set forth below for receipt no later than 5:00 p.m. EST on August 27, 2008. You may submit these documents via email or fax; however, the original versions of any documents faxed or emailed must be received by the Parent at the address below no later than 5:00 p.m. EST on Wednesday, September 3, 2008. Payment for shares should be submitted as described in the “Basic Questions and Answers about the Program” under Section A above and in the Investor Agreement.

CC Media Holdings, Inc.

c/o Clear Channel Communications, Inc.

200 East Basse Road

San Antonio, TX 78209

Attention: Retirement Benefits Department

One-Time Offer

The Program is a one-time offer to purchase shares. The Program in no way provides a participant any future right to purchase shares.

Amendment and Termination

The board of directors of Parent may, at any time, suspend, amend or terminate the Program. After your Investor Agreement has been accepted and countersigned by Parent and the acquisition of your shares has become effective as provided above, no amendment or termination may alter or impair your rights with respect to shares previously purchased under the Program.

E. INVESTOR AGREEMENT AND RELATED MATTERS

All persons who decide to participate in the Program must sign and return the Investor Agreement. All shares sold under the Program will be subject to a lock-up provision, which means that in connection with a public offering, you will not be able to sell or transfer your shares for a period of time as described in the Investor Agreement. The lock-up provision appears in the Investor Agreement and you should review the specific terms of the Investor Agreement for more information.

F. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Parent files annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any document Parent files at the SEC’s public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Parent's SEC filings are also available to the public from the SEC’s web site at “http://www.sec.gov.”

The SEC allows Parent to “incorporate by reference” the documents it files with them, which means that it can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Prospectus, and the information that Parent files later with the SEC will automatically update and supersede this information. On July 30, 2008 Parent filed a registration statement in accordance with SEC Form S-8, Part II with respect to shares of Company stock deliverable under the Program, which incorporated certain documents by reference. Those documents are incorporated by reference in this Prospectus as well. In addition, all documents filed by Parent under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 after the date of this Prospectus and prior to the end of this offering are deemed incorporated in this Prospectus from the date of their filing.

You may obtain, without charge, copies of documents incorporated by reference in this document by requesting them in writing or by telephone from:

Retirement Benefits Department

CC Media Holdings, Inc.

c/o Clear Channel Communications, Inc.

200 East Basse

San Antonio, Texas 78209

(210) 832-3800

espp@clearchannel.com

NOTICES TO INVESTORS

NOTICE TO U.S. INVESTORS :

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, NONE OF THE FOREGOING AUTHORITIES HAVE CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE APPLICABLE INVESTMENT AGREEMENTS, THE SECURITIES ACT, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR IN COMPLIANCE WITH AN EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME AND SHOULD BE CAPABLE OF WITHSTANDING A COMPLETE LOSS OF THEIR INVESTMENT.

THIS MEMORANDUM HAS BEEN PREPARED BY THE ISSUER SO THAT YOU MAY UNDERSTAND THE RISKS OF HOLDING THE SECURITIES DESCRIBED HEREIN. IN PARTICIPATING IN THE EQUITY SECURITIES, YOU MUST RELY ON YOUR OWN EXAMINATION OF THE ISSUER AND ITS SUBSIDIARIES, AND THE TERMS OF PARTICIPATION, INCLUDING THE MERITS AND RISKS INVOLVED. THE CONTENTS OF THIS MEMORANDUM ARE NOT TO BE CONSTRUED AS LEGAL, BUSINESS OR TAX ADVICE. YOU SHOULD CONSULT YOUR OWN ATTORNEY, BUSINESS ADVISOR OR TAX ADVISOR AS TO LEGAL, BUSINESS OR TAX ADVICE.

ANY INFORMATION PROVIDED HEREIN IS CONFIDENTIAL AND PROPRIETARY TO PARENT AND CCU, AND IS BEING PROVIDED TO YOU IN CONFIDENCE. THIS MEMORANDUM AND THE INFORMATION CONTAINED HEREIN ARE FOR THE EXCLUSIVE USE OF YOU AND OTHERS INVOLVED IN YOUR INVESTMENT DECISION FOR THE SOLE PURPOSE OF EVALUATING A PROSPECTIVE INVESTMENT IN THE EQUITY SECURITIES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, YOU (AND YOUR REPRESENTATIVES OR OTHER AGENTS) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE “TAX TREATMENT” AND “TAX STRUCTURE” (AS SUCH TERMS ARE DEFINED IN TREASURY REGULATION SECTION 1.6011-4) OF THE INVESTMENT DESCRIBED IN THIS MEMORANDUM.

NEITHER PARENT, CCU NOR ANY OF THEIR AFFILIATES NOR THEIR RESPECTIVE PARTNERS, OFFICERS, AGENTS, EMPLOYEES, ADVISERS OR REPRESENTATIVES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN THIS MEMORANDUM OR OTHERWISE PROVIDED OR MADE AVAILABLE TO YOU. NOTHING CONTAINED HEREIN OR IN ANY OTHER INFORMATION PROVIDED BY PARENT, CCU OR THEIR AFFILIATES IN CONNECTION WITH YOUR POTENTIAL INVESTMENT IN THE EQUITY SECURITIES IS A REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, OF PARENT, CCU OR THEIR AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR ADVISERS. NOTHING CONTAINED HEREIN OR IN ANY OTHER INFORMATION PROVIDED OR MADE AVAILABLE BY PARENT OR CCU IN CONNECTION WITH YOUR POTENTIAL INVESTMENT IN THE EQUITY SECURITIES SHALL FORM THE BASIS OF ANY CLAIM AGAINST PARENT, CCU, ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR ADVISERS WITH RESPECT THERETO OR WITH RESPECT TO ANY RELATED MATTER.

THERE IS NO ASSURANCE THAT PARENT OR CCU’S EXPECTATIONS WILL BE REALIZED. INFORMATION AS TO PROJECTED RETURNS WHICH MAY BE PROVIDED OR MADE AVAILABLE IS FOR ILLUSTRATIVE PURPOSES ONLY AND IS BASED ON ASSUMPTIONS, MANY OF WHICH ARE BEYOND THE CONTROL OF PARENT AND CCU. PARENT AND CCU ASSUME NO OBLIGATION TO UPDATE ANY FORWARD-LOOKING INFORMATION CONTAINED OR REFERENCED IN THIS MEMORANDUM AND THE OTHER INFORMATION PREVIOUSLY PROVIDED OR MADE AVAILABLE TO YOU SHOULD CIRCUMSTANCES CHANGE, EXCEPT AS OTHERWISE REQUIRED BY SECURITIES AND OTHER APPLICABLE LAWS. ANY FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE MADE. YOU ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS.

THE INFORMATION CONTAINED HEREIN AND CERTAIN OTHER INFORMATION PROVIDED OR MADE AVAILABLE TO YOU MAY INCLUDE CERTAIN STATEMENTS AND ESTIMATES WITH RESPECT TO THE ANTICIPATED FUTURE PERFORMANCE OF PARENT, CCU, AND THEIR SUBSIDIARIES. THESE STATEMENTS AND ESTIMATES ARE BASED UPON VARIOUS ASSUMPTIONS THAT MAY NOT PROVE TO BE CORRECT. SUCH ASSUMPTIONS ARE INHERENTLY SUBJECT TO SIGNIFICANT UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE CONTROL OF PARENT, CCU AND THEIR SUBSIDIARIES. NO REPRESENTATION IS MADE, AND NO ASSURANCE CAN BE GIVEN, THAT PARENT, CCU OR THEIR SUBSIDIARIES CAN OR WILL ATTAIN SUCH RESULTS OR THAT ACTUAL RESULTS WILL NOT MATERIALLY DIFFER FROM THOSE STATEMENTS AND ESTIMATES.

AN INVESTMENT IN THE EQUITY SECURITIES INVOLVES A HIGH DEGREE OF RISK. BY INVESTING IN THE EQUITY SECURITIES, YOU ACKNOWLEDGE AND AGREE TO THE REPRESENTATIONS AND WARRANTIES AS SET FORTH IN THE INVESTMENT AGREEMENT THAT YOU MUST EXECUTE IN CONJUNCTION WITH AN INVESTMENT IN THE EQUITY SECURITIES.

THE INFORMATION CONTAINED HEREIN AND ANY OTHER INFORMATION PROVIDED OR MADE AVAILABLE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF, THE EQUITY SECURITIES IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, SUCH OFFER, SOLICITATION OR SALE IS UNLAWFUL.

THE INFORMATION CONTAINED HEREIN SHOULD BE CONSIDERED TOGETHER WITH THE OTHER INFORMATION PROVIDED OR MADE AVAILABLE TO YOU. THE INFORMATION CONTAINED HEREIN AND ANY OTHER INFORMATION PROVIDED OR MADE AVAILABLE TO YOU WAS PROVIDED FOR DILIGENCE PURPOSES AND DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL THE INFORMATION THAT YOU MAY DESIRE IN INVESTIGATING PARENT, CCU, THEIR SUBSIDIARIES OR THE TERMS OF THE INVESTMENT. YOU MUST CONDUCT AND RELY ON YOUR OWN EXAMINATION OF PARENT, CCU, THEIR SUBSIDIARIES AND THE TERMS OF THE TRANSACTION, INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION WITH RESPECT TO THE EQUITY SECURITIES. CERTAIN PROVISIONS OF THE INVESTMENT AGREEMENTS AND OTHER DOCUMENTS ARE SUMMARIZED HEREIN BUT YOU SHOULD NOT ASSUME THAT THE SUMMARIES ARE COMPLETE. SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE COMPLETE TEXT OF SUCH INVESTMENT AGREEMENTS AND OTHER DOCUMENTS. MOREOVER, THE FINAL TERMS AND CONDITIONS OF CERTAIN OF THESE

AGREEMENTS WILL BE SUBJECT TO NEGOTIATION AMONG PARENT, CCU AND THE PROSPECTIVE MANAGEMENT INVESTORS. NEITHER PARENT NOR CCU UNDERTAKES ANY OBLIGATION, AND EXPRESSLY DISCLAIMS ANY SUCH OBLIGATION, TO UPDATE THE DESCRIPTIONS OF ANY SUCH AGREEMENTS CONTAINED HEREIN AFTER THE DATE HEREOF AND YOU ARE URGED TO REVIEW THE FINAL TERMS OF ANY SUCH AGREEMENT.

YOU ARE NOT TO CONSTRUE ANY STATEMENTS MADE HEREIN OR OTHERWISE PROVIDED TO YOU AS LEGAL, TAX, FINANCIAL, INVESTMENT, ACCOUNTING OR OTHER ADVICE. PRIOR TO MAKING AN INVESTMENT DECISION REGARDING THE EQUITY SECURITIES, THIS ENTIRE MEMORANDUM AND ANY OTHER INFORMATION OTHERWISE PROVIDED OR MADE AVAILABLE TO YOU SHOULD BE REVIEWED CAREFULLY BY YOU AND YOUR LEGAL, TAX, FINANCIAL, INVESTMENT, ACCOUNTING OR OTHER ADVISERS.

EXCEPT AS OTHERWISE INDICATED, THIS MEMORANDUM SPEAKS AS OF THE DATE HEREOF. NEITHER THE DELIVERY OF THIS MEMORANDUM NOR ANY SALE OF THE EQUITY SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF PARENT, CCU OR THEIR SUBSIDIARIES AFTER THE DATE HEREOF.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE REPRESENTATIONS IN CONNECTION WITH THE OPPORTUNITY TO INVEST IN THE EQUITY SECURITIES OTHER THAN THE INFORMATION CONTAINED HEREIN (TOGETHER WITH THE OTHER INFORMATION PREVIOUSLY PROVIDED OR MADE AVAILABLE TO YOU AND OTHER SPECIFICALLY IDENTIFIED INFORMATION THAT MAY BE PROVIDED OR MADE AVAILABLE TO YOU).

ANY ADDITIONAL INFORMATION GIVEN BY PARENT, CCU OR THEIR SUBSIDIARIES AND ANY ADDITIONAL REPRESENTATIONS MADE BY PARENT, CCU OR THEIR SUBSIDIARIES IN CONNECTION WITH THE OPPORTUNITY TO INVEST IN THE EQUITY SECURITIES, ARE QUALIFIED IN THEIR ENTIRETY BY THE INFORMATION SET FORTH HEREIN.

THE SALE OF THE EQUITY SECURITIES IS SUBJECT TO THE PROVISIONS OF, AND IF YOU PURCHASE THE EQUITY SECURITIES YOU WILL BE REQUIRED TO EXECUTE, THE APPLICABLE INVESTMENT AGREEMENTS. ANY INVESTMENT IN THE EQUITY SECURITIES SHOULD BE MADE ONLY AFTER A COMPLETE AND THOROUGH REVIEW OF THE PROVISIONS OF THE APPLICABLE INVESTMENT AGREEMENTS. IN THE EVENT THAT ANY OF THE TERMS, CONDITIONS OR OTHER PROVISIONS OF THE APPLICABLE INVESTMENT AGREEMENTS IS INCONSISTENT WITH OR CONTRARY TO THE DESCRIPTION OR TERMS HEREIN, THE APPLICABLE INVESTMENT AGREEMENTS WILL CONTROL. THE SUMMARIES OF THE INVESTMENT AGREEMENTS THAT ARE INCLUDED HEREIN ARE BASED ON THE PRESENT TERMS OF SUCH AGREEMENTS OR THE TERMS OF SUCH AGREEMENTS THAT PARENT AND CCU EXPECT TO BE IN EXISTENCE AS OF THE CONSUMMATION OF THE INVESTMENT. PARENT AND CCU UNDERTAKE NO OBLIGATION, AND EXPRESSLY DISCLAIM ANY SUCH OBLIGATION, TO UPDATE THE DESCRIPTIONS OF ANY SUCH AGREEMENT CONTAINED HEREIN AFTER THE DATE HEREOF. IN ADDITION, CERTAIN MODIFICATIONS MAY BE MADE TO THE AGREEMENTS FOR DIFFERENT INVESTORS IN LIGHT OF LOCAL LAWS AND REGULATIONS.

INFORMATION PROVIDED HEREIN MAY BE SUPPLEMENTED FROM TIME TO TIME FOLLOWING DELIVERY TO PROVIDE YOU WITH ADDITIONAL INFORMATION IN CONNECTION WITH YOUR INVESTMENT IN THE EQUITY SECURITIES. ANY SUCH SUPPLEMENT WILL AMEND AND SUPERSEDE THE INFORMATION SET OUT HEREIN.

IN COMPLIANCE WITH INTERNAL REVENUE SERVICE CIRCULAR 230, PARENT AND CCU NOTIFIES YOU THAT THE DISCUSSION OF TAX MATTERS SET FORTH IN THIS MEMORANDUM WAS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE MATTERS DESCRIBED IN THIS MEMORANDUM AND WAS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY ANY PERSON, FOR THE PURPOSES OF AVOIDING TAX-RELATED PENALTIES UNDER FEDERAL, STATE OR LOCAL TAX LAW. YOU SHOULD SEEK LEGAL, ACCOUNTING AND TAX ADVICE BASED ON YOUR PARTICULAR CIRCUMSTANCES FROM INDEPENDENT ADVISORS.

PARENT AND CCU HAVE PROVIDED THIS MEMORANDUM CONFIDENTIALLY TO YOU SO THAT YOU MAY CONSIDER EQUITY PARTICIPATION IN THE SECURITIES DESCRIBED HEREIN. PARENT HAVE NOT AUTHORIZED THE USE OF THIS MEMORANDUM FOR ANY OTHER PURPOSE. THIS MEMORANDUM MAY NOT BE COPIED OR REPRODUCED IN WHOLE OR IN PART. YOU MAY NOT DISTRIBUTE THIS MEMORANDUM OR DISCLOSE ITS CONTENTS, EXCEPT AS NECESSARY TO DISCUSS YOUR PARTICIPATION WITH YOUR LEGAL OR FINANCIAL ADVISORS. BY ACCEPTING DELIVERY OF THIS MEMORANDUM, YOU AGREE TO THESE RESTRICTIONS.

NOTICES TO ALL NON-U.S. RESIDENTS:

IT IS YOUR RESPONSIBILITY TO SATISFY YOURSELF AS TO THE FULL OBSERVANCE OF THE LAWS OF ANY RELEVANT TERRITORY OR JURISDICTION OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY PURCHASE OF THE EQUITY SECURITIES YOU WISH TO MAKE, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY APPLICABLE FORMALITIES.

FOR RESIDENTS OF AUSTRALIA ONLY

THIS PROSPECTUS HAS BEEN ISSUED TO PRE-DETERMINED EMPLOYEES OF CLEAR CHANNEL COMMUNICATIONS, INC.. ONLY (“THE NAMED PERSON”) BY CC MEDIA HOLDINGS, INC. (“THE COMPANY”), A DELAWARE CORPORATION. THIS PROSPECTUS DOES NOT CONSTITUTE AN INVITATION TO APPLY FOR, OR OFFER OF, SECURITIES IN THE COMPANY (OR ANY OTHER ENTITY) TO ANY OTHER PERSON. THE INVITATION OR OFFER CONTAINED IN THIS PROSPECTUS MAY BE ACCEPTED ONLY BY THE NAMED PERSON.

THIS PROSPECTUS HAS NOT BEEN LODGED WITH THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION. THIS PROSPECTUS IS NOT REQUIRED TO, AND DOES NOT, CONTAIN ALL THE INFORMATION WHICH WOULD BE REQUIRED TO BE INCLUDED IN A PROSPECTUS OR OTHER DISCLOSURE DOCUMENT, OR A PRODUCT DISCLOSURE STATEMENT, UNDER THE AUSTRALIAN CORPORATIONS ACT 2001 (“THE CORPORATIONS ACT”).

SECONDARY SALE RESTRICTIONS

APPLYING FOR SECURITIES

TO APPLY FOR SECURITIES PLEASE FOLLOW THE INSTRUCTIONS IN THE ACCOMPANYING OFFERING DOCUMENTATION . IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE YOU SHOULD CONSIDER OBTAINING ADVICE FROM AN INDEPENDENT PERSON WHO IS LICENSED BY THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION TO GIVE SUCH ADVICE.

GENERAL

NO REPRESENTATION IS MADE OR WARRANTY GIVEN THAT THE PROSPECTUS IS A COMPLETE OR ACCURATE STATEMENT OF INFORMATION WHICH MAY BE NEEDED TO MAKE AN INVESTMENT DECISION. THE COMPANY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL RESPONSIBILITY FOR LOSS OR DAMAGE WHICH MAY BE SUFFERED BY ANY PERSON DIRECTLY OR INDIRECTLY THROUGH RELYING UPON THIS PROSPECTUS, WHETHER THAT LOSS OR DAMAGE IS CAUSED BY ANY FAULT OR NEGLIGENCE ON THE PART OF THE COMPANY, OR OTHERWISE. THE RECIPIENT OF THIS PROSPECTUS SHOULD RELY UPON THEIR OWN INQUIRIES AND OBTAIN INDEPENDENT LEGAL, FINANCIAL AND TAXATION ADVICE RELEVANT TO PARTICIPATION IN A FOREIGN CORPORATION OF THE TYPE INVOLVED, PRIOR TO MAKING ANY INVESTMENT DECISION. NOTHING IN THE MEMORANDUM IS, OR MAY BE RELIED UPON AS, A PROMISE OR A REPRESENTATION OR A WARRANTY AS TO ANY FUTURE MATTER.

YOUR INVESTMENT IN THE COMPANY IS SUBJECT TO INVESTMENT AND OTHER RISKS, INCLUDING POSSIBLE DELAYS IN REPAYMENT AND LOSS OF INCOME AND PRINCIPAL INVESTED. THE COMPANY DOES NOT GUARANTEE ITS PERFORMANCE, THE REPAYMENT OF CAPITAL OR ANY PARTICULAR RATE OF RETURN. THE COMPANY IS NOT AN AUTHORISED DEPOSIT-TAKING INSTITUTION REGULATED BY THE AUSTRALIAN PRUDENTIAL REGULATION AUTHORITY. INVESTMENTS IN SHARES IN OR STOCK OF THE COMPANY DO NOT REPRESENT DEPOSITS WITH OR OTHER LIABILITIES OF THE COMPANY.

SECONDARY SALE RESTRICTIONS

SECURITIES MUST NOT BE OFFERED FOR SALE, OR INVITATIONS FOR OFFERS TO PURCHASE SECURITIES ISSUED, UNLESS DISCLOSURE IS NOT REQUIRED UNDER PART 6D.2 OF THE CORPORATIONS ACT AND A PRODUCT DISCLOSURE STATEMENT IS NOT REQUIRED TO BE GIVEN UNDER PART 7.9 OF THE CORPORATIONS ACT. FURTHER, SECURITIES MAY ONLY BE HELD BY WHOLESALE CLIENTS. OTHER RESTRICTIONS ON TRANSFERABILITY OF INTERESTS ARE DESCRIBED IN THE PROSPECTUS.

APPLYING FOR INTERESTS

TO APPLY FOR SECURITIES PLEASE FOLLOW THE INSTRUCTIONS IN THE OFFERING DOCUMENTATION .

GENERAL

NO REPRESENTATION IS MADE OR WARRANTY GIVEN THAT THE PROSPECTUS IS A COMPLETE OR ACCURATE STATEMENT OF INFORMATION WHICH MAY BE NEEDED TO MAKE AN INVESTMENT DECISION. THE SCHEME, THE COMPANY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL RESPONSIBILITY FOR LOSS OR DAMAGE WHICH MAY BE SUFFERED BY ANY PERSON DIRECTLY OR INDIRECTLY THROUGH RELYING UPON THE PROSPECTUS, WHETHER THAT LOSS OR DAMAGE IS CAUSED BY ANY

FAULT OR NEGLIGENCE OF THE COMPANY, OR OTHERWISE. RECIPIENTS OF THE PROSPECTUS SHOULD RELY UPON THEIR OWN INQUIRIES AND OBTAIN INDEPENDENT LEGAL, FINANCIAL AND TAXATION ADVICE RELEVANT TO PARTICIPATION IN SUCH A SCHEME, PRIOR TO MAKING ANY INVESTMENT DECISION. NOTHING IN THE PROSPECTUS IS, OR MAY BE RELIED UPON AS, A PROMISE OR A REPRESENTATION OR A WARRANTY AS TO ANY FUTURE MATTER.

YOUR INVESTMENT IS SUBJECT TO INVESTMENT AND OTHER RISKS, INCLUDING POSSIBLE DELAYS IN REPAYMENT AND LOSS OF INCOME AND PRINCIPAL INVESTED. THE COMPANY DOES NOT GUARANTEE THE PERFORMANCE OF THE SCHEME, THE REPAYMENT OF CAPITAL OR ANY PARTICULAR RATE OF RETURN.

FOR RESIDENTS OF BELGIUM ONLY

THE SHARES OF THIS OFFERING HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE BELGIAN BANKING, FINANCE AND INSURANCE COMMISSION (“COMMISSIE VOOR HET BANK-, FINANCIE- EN ASSURANTIEWEZEN” / “COMMISSION BANCAIRE, FINANCIÈRE ET DES ASSURANCES”) AS A FOREIGN COLLECTIVE INVESTMENT INSTITUTION UNDER ARTICLE 127 OF THE BELGIAN LAW OF 20 JULY 2004 ON CERTAIN FORMS OF COLLECTIVE MANAGEMENT OF INVESTMENT PORTFOLIOS. THE OFFERING IN BELGIUM HAS NOT BEEN AND WILL NOT BE NOTIFIED TO THE BELGIAN BANKING, FINANCE AND INSURANCE COMMISSION, NOR HAS THIS DOCUMENT BEEN NOR WILL IT BE APPROVED BY THE BELGIAN BANKING, FINANCE AND INSURANCE COMMISSION.

THIS OFFER IS BEING ADDRESSED TO FEWER THAN 100 NATURAL OR LEGAL PERSONS IN BELGIUM AND PURCHASE OF SHARES UNDER THIS OFFERING WILL EITHER BE RESTRICTED TO LESS THAN €100,000 OR EQUIVALENT IN RELEVANT FOREIGN CURRENCY FOR THE TOTAL OFFERING OR TO A MINIMUM INVESTMENT PER INVESTOR AND PER TRANSACTION OF AT LEAST €50,000 OR EQUIVALENT IN RELEVANT FOREIGN CURRENCY.

THIS DOCUMENT HAS BEEN ISSUED TO YOU FOR YOUR PERSONAL USE ONLY AND EXCLUSIVELY FOR THE PURPOSES OF THE OFFERING. ACCORDINGLY, THIS DOCUMENT MAY NOT BE USED FOR ANY OTHER PURPOSE NOR PASSED ON TO ANY OTHER PERSON IN BELGIUM.

FOR RESIDENTS OF BRAZIL ONLY

THE SECURITIES MAY NOT BE OFFERED OR SOLD TO THE PUBLIC IN BRAZIL. ACCORDINGLY, THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (COMISSÃO DE VALORES MOBILIÁRIOS, THE “CVM”), NOR HAS IT BEEN SUBMITTED TO THE FOREGOING AGENCY FOR APPROVAL. DOCUMENTS RELATING TO THE SECURITIES, AS WELL AS THE INFORMATION CONTAINED THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC IN BRAZIL, AS THE OFFERING OF SECURITIES IS NOT A PUBLIC OFFERING OF SECURITIES IN BRAZIL, NOR USED IN CONNECTION WITH ANY OFFER FOR SUBSCRIPTION OR SALE OF SECURITIES TO THE PUBLIC IN BRAZIL. THE COMPANY ISSUING THE SECURITIES MAY BE ASKED BY THE INVESTOR TO COMPLY WITH PROCEDURAL REQUIREMENTS TO EVIDENCE PREVIOUS TITLE TO THE SECURITIES AND MAY BE SUBJECT TO BRAZILIAN TAX ON CAPITAL GAINS WHICH MAY BE WITHHELD FROM THE SALE PRICE. PERSONS WISHING TO OFFER OR ACQUIRE THE SECURITIES WITHIN BRAZIL SHOULD CONSULT WITH THEIR OWN COUNSEL AS TO THE APPLICABILITY OF THESE REGISTRATION REQUIREMENTS OR ANY EXEMPTION THEREFROM.

FOR RESIDENTS OF CANADA ONLY

THESE SECURITIES ARE ONLY BEING OFFERED TO PERSONS WHO ARE EMPLOYEES OF CLEAR CHANNEL COMMUNICATIONS, INC. THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE QUALIFIED BY PROSPECTUS UNDER THE SECURITIES LAWS OF ANY PROVINCE OR TERRITORY OF CANADA, AND ARE BEING MADE AVAILABLE PURSUANT TO AN EXEMPTION FROM THE PROSPECTUS REQUIREMENTS OF CANADIAN SECURITIES LAWS. AS A RESULT, THESE SECURITIES WILL BE SUBJECT TO RESALE RESTRICTIONS UNDER CANADIAN SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT IN COMPLIANCE WITH THE PROSPECTUS REQUIREMENTS OF CANADIAN SECURITIES LAWS OR AN AVAILABLE EXEMPTION FROM THOSE REQUIREMENTS.

FOR RESIDENTS OF CHILE ONLY

THE SCHEME HAS NOT BEEN REGISTERED WITH THE SUPERINTENDENCIA DE VALORES Y SEGUROS IN CHILE AND MAY NOT BE OFFERED OR SOLD PUBLICLY IN CHILE. NO OFFER, SALES OR DELIVERIES OF THE SECURITY, OR DISTRIBUTION OF THE PROSPECTUS, MAY BE MADE IN OR FROM CHILE EXCEPT IN CIRCUMSTANCES WHICH WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE CHILEAN LAWS AND REGULATIONS.

FOR RESIDENTS OF DENMARK ONLY

THIS PRIVATE PROSPECTUS DOES NOT CONSTITUTE A PUBLIC PROSPECTUS UNDER ANY DANISH LAWS OR REGULATIONS AND HAS NOT BEEN AND WILL NOT BE REGISTERED WITH OR APPROVED BY THE DANISH FINANCIAL SUPERVISORY AUTHORITY (FINANSTILSYNET) AS THIS PRIVATE PROSPECTUS HAS NOT BEEN PREPARED IN THE CONTEXT OF A PUBLIC OFFERING OF SECURITIES IN DENMARK WITHIN THE MEANING OF THE DANISH SECURITIES TRADING ACT (DANISH CONSOLIDATED ACT NO. 1077 OF 4 SEPTEMBER 2007 AS AMENDED) OR ANY EXECUTIVE ORDERS ISSUED IN CONNECTION THERETO. THIS PRIVATE PROSPECTUS HAS NOT AND WILL NOT BE OFFERED, SOLD OR DELIVERED DIRECTLY OR INDIRECTLY IN DENMARK BY WAY OF A PUBLIC OFFERING, EXCEPT TO LESS THAN 100 INDIVIDUALS OR LEGAL ENTITIES, WHO ARE NOT QUALIFIED INVESTORS OR OTHERWISE IN CIRCUMSTANCES WHICH WILL NOT RESULT IN THE OFFER OF THE SHARES BEING SUBJECT TO THE DANISH PUBLIC PROSPECTUS REQUIREMENTS OF PREPARING AND FILING A PUBLIC PROSPECTUS PURSUANT TO CHAPTER 6 OR 12 OF THE DANISH SECURITIES TRADING ACT (DANISH CONSOLIDATED ACT NO. 1077 OF 4 SEPTEMBER 2007 AS AMENDED), THE EXECUTIVE ORDER NO. 1232/2007 ON PUBLIC PROSPECTUSES FOR SECURITIES ADMITTED FOR TRADING ON A REGULATED MARKET AND PUBLIC OFFERS OF SECURITIES ABOVE EUR 2,500,000 AND EXECUTIVE ORDER NO. 1231/2007 ON PROSPECTUSES FOR PUBLIC OFFERS OF CERTAIN SECURITIES BETWEEN EUR 100,000 AND EUR 2,500,000.

FOR RESIDENTS OF FINLAND ONLY

THIS OFFERING OF SECURITIES IS TARGETED ONLY TO A LIMITED NUMBER OF EMPLOYEES AND DOES NOT CONSTITUTE A PUBLIC OFFERING OF THE SECURITIES IN THE COMPANY IN FINLAND. ACCORDINGLY, THIS PROSPECTUS HAS NOT BEEN SUBMITTED TO THE FINNISH FINANCIAL SUPERVISION AUTHORITY FOR APPROVAL. THIS PROSPECTUS MAY NOT BE USED FOR ANY PURPOSE OTHER THAN EVALUATING A POTENTIAL INVESTMENT IN THE SECURITIES OFFERED HEREUNDER. THE PROSPECTUS IS SUBMITTED TO A LIMITED NUMBER OF PREDESTINED EMPLOYEES AND MAY NOT BE RELEASED TO ANY OTHER PERSONS. NOTHING IN THIS MEMORANDUM MAY BE DEEMED TO CONSTITUTE ANY PROVISION OF INVESTMENT ADVICE.

FOR RESIDENTS OF FRANCE ONLY

PURCHASER OF SECURITIES SHOULD NOTE THAT NEITHER THIS PROSPECTUS NOR ANY OTHER OFFERING MATERIAL RELATING TO THE SECURITIES IN THE COMPANY (THE “SECURITIES”) DESCRIBED IN THIS PROSPECTUS HAVE BEEN PREPARED IN THE CONTEXT OF A PUBLIC OFFER OF SECURITIES IN THE REPUBLIC OF FRANCE WITHIN THE MEANING OF ARTICLE L.411-1 OF THE FRENCH “CODE MONÉTAIRE ET FINANCIER” AND ARTICLES 211-1 & SEQ. OF THE GENERAL REGULATIONS OF THE “AUTORITÉ DES MARCHÉS FINANCIERS” NOR HAVE BEEN OR WILL BE SUBMITTED TO THE APPLICABLE CLEARANCE PROCEDURES OF THE “AUTORITÉ DES MARCHÉS FINANCIERS”. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE OFFERED OR SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, TO THE PUBLIC IN THE REPUBLIC OF FRANCE AND ANY OFFER, SALE OR OTHER TRANSFER OF THE SECURITIES IN THE REPUBLIC OF FRANCE WILL AND MAY BE MADE STRICTLY IN ACCORDANCE WITH ARTICLE L.411-2 OF THE FRENCH “CODE MONÉTAIRE ET FINANCIER”, AND ONLY:

(I) TO QUALIFIED INVESTORS (“INVESTISSEURS QUALIFIES”) ACTING FOR THEIR OWN ACCOUNT EXCEPT AS OTHERWISE STATED UNDER FRENCH LAWS AND REGULATIONS; AND/OR

(II) TO A RESTRICTED CIRCLE OF INVESTORS (“CERCLE RESTREINT D’INVESTISSEURS”) ACTING FOR THEIR OWN ACCOUNT, ALL AS DEFINED IN AND IN ACCORDANCE WITH ARTICLES L.411-2, D.411-1 TO D.411-4, D.734-1, D.744-1, D.754-1 AND D.764-1 OF THE FRENCH “CODE MONÉTAIRE ET FINANCIER”;

(III) TO PERSONS PROVIDING PORTFOLIO MANAGEMENT SERVICES ON A DISCRETIONARY BASIS (“PERSONNES FOURNISSANT LE SERVICE D’INVESTISSEMENT DE GESTION DE PORTEFEUILLE POUR COMPTE DE TIERS”) ; AND/OR

QUALIFIED INVESTORS WHO RECEIVE DOCUMENTS IN CONNECTION WITH THE OFFER OF THE SECURITIES AND IN A LANGUAGE OTHER THAN FRENCH SHALL NOT COMMUNICATE OR RELEASE IN ANY WAY THESE DOCUMENTS IN THE REPUBLIC OF FRANCE TO NON-QUALIFIED INVESTORS WITHOUT THE CONSENT OF THE ISSUER.

FOR RESIDENTS OF HONG KONG ONLY

WARNING: THIS PROSPECTUS HAS NOT BEEN AUTHORISED BY THE SECURITIES AND FUTURES COMMISSION IN HONG KONG NOR REVIEWED BY ANY REGULATORY AUTHORITY IN HONG KONG NOR HAS A COPY OF THIS PROSPECTUS BEEN REGISTERED BY THE REGISTRAR OF COMPANIES IN HONG KONG AND ACCORDINGLY, PARTICIPATING SHARES MAY NOT BE OFFERED OR SOLD IN HONG KONG BY MEANS OF THIS PROSPECTUS OR ANY OTHER DOCUMENT OTHER THAN IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE AN OFFER TO THE PUBLIC FOR THE PURPOSES OF THE SECURITIES AND FUTURES ORDINANCE OF HONG KONG, OR WHICH DO NOT RESULT IN THIS PROSPECTUS OR OTHER DOCUMENT BEING A “PROSPECTUS” AS DEFINED IN THE COMPANIES ORDINANCE OF HONG KONG. NO PERSON MAY ISSUE, OR POSSESS FOR THE PURPOSE OF ISSUE, ANY ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE PARTICIPATING SHARES, WHETHER IN HONG KONG OR ELSEWHERE, WHICH IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC OF HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG KONG) OTHER THAN WITH RESPECT TO PARTICIPATING SHARES WHICH ARE OR INTENDED TO BE DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO “PROFESSIONAL INVESTORS” AS DEFINED IN THE SFO AND ANY RULES MADE UNDER THE SFO. SUBSCRIPTION WILL NOT BE ACCEPTED FROM ANY PERSON OTHER THAN THE PERSON TO WHOM THIS MEMORANDUM HAS BEEN DELIVERED. THIS MEMORANDUM IS DELIVERED ONLY TO THE RECIPIENT AND MAY NOT BE USED, COPIED, REPRODUCED OR

DISTRIBUTED IN WHOLE OR IN PART, TO ANY OTHER PERSON (OTHER THAN PROFESSIONAL ADVISORS OF THE PROSPECTIVE INVESTOR RECEIVING THIS MEMORANDUM). YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE OFFER. IF YOU ARE IN DOUBT ABOUT ANY OF THE CONTENTS OF THIS PROSPECTUS YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.

FOR RESIDENTS OF INDIA ONLY

THE DOCUMENTS ARE STRICTLY PRIVATE AND CONFIDENTIAL. THE DOCUMENTS ARE NOT A PUBLIC PROSPECTUS OR A STATEMENT IN RELATION TO A PUBLIC PROSPECTUS OR A PUBLIC OFFERING AND DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC TO SUBSCRIBE FOR, OR OTHERWISE ACQUIRE, THE SHARES. THEY ARE INTENDED ONLY FOR THE PERSON TO WHOM IT IS ADDRESSED. PLEASE DO NOT CIRCULATE OR PASS THE DOCUMENTS TO ANY OTHER PERSON. IN ADDITION TO COMPLIANCE WITH US REGULATIONS, ANY OFFER OR ITS EXPENSE IS SUBJECT TO COMPLIANCE IN INDIA WITH APPLICABLE INDIAN LAW AND IN PARTICULAR THE PROVISIONS OF THE FOREIGN EXCHANGE MANAGEMENT ACT, 1999, THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 AND THE REGULATION, NOTIFICATIONS AND CIRCULARS ISSUED THERE UNDER.

FOR RESIDENTS OF IRELAND ONLY

THE COMPANY HAS NOT BEEN APPROVED BY, AND IS NOT REGULATED BY, THE IRISH FINANCIAL SERVICES REGULATORY AUTHORITY. THIS PROSPECTUS DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO THE PUBLIC TO SUBSCRIBE FOR OR PURCHASE SHARES IN THE COMPANY AND SHALL NOT BE CONSTRUED AS SUCH AND NO PERSON OTHER THAN THE PERSON TO WHOM THIS PRIVATE PROSPECTUS HAS BEEN ADDRESSED OR DELIVERED SHALL BE ELIGIBLE TO SUBSCRIBE FOR OR PURCHASE SHARES IN THE COMPANY. SHARES IN THE COMPANY SHALL NOT BE MARKETED IN IRELAND WITHOUT THE PRIOR APPROVAL IN WRITING OF THE IRISH FINANCIAL SERVICES REGULATORY AUTHORITY.

THE DOCUMENTS ARE STRICTLY PRIVATE AND CONFIDENTIAL AND SHOULD NOT BE DISSEMINATED OR CIRCULATED TO THE PUBLIC.

THE DOCUMENTS ARE DIRECTED SOLELY TO CERTAIN INDIVIDUALS TO WHOM THEY ARE ADDRESSED (THE “INVESTOR”). THE INVESTMENTS OR INVESTMENT ACTIVITIES TO WHICH THE DOCUMENTS REFER ARE THE SUBJECT OF A PRIVATE INVITATION MADE BY THE SCHEME TO THE INVESTOR (THE “OFFER”) AND ARE AVAILABLE SOLELY TO THE INVESTOR AND NO OTHER PERSON(S), DIRECTLY OR INDIRECTLY. OTHER THAN THE INVESTOR, THE SCHEME WILL NOT ENGAGE WITH ANY PERSON(S) IN RELATION TO THE DOCUMENTS. THE OFFER IS NOT AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THE APPLICABLE LAWS OF IRELAND AND IN PARTICULAR SECTION 9(1)(B) OF THE UNIT TRUSTS ACT 1990 OR WITHIN THE MEANING OF REGULATION 2 OF PART I OF THE PROSPECTUS (DIRECTIVE 2003/71/EC) REGULATIONS 2005 (THE “DIRECTIVE”). THE DOCUMENTS HAVE NOT BEEN PREPARED IN ACCORDANCE WITH THE DIRECTIVE OR ANY MEASURES MADE UNDER THAT DIRECTIVE OR THE LAWS OF IRELAND OR OF ANY EU MEMBER STATE OR EEA TREATY ADHERENT STATE THAT IMPLEMENT THAT DIRECTIVE OR THOSE MEASURES. THEY HAVE NOT BEEN REVIEWED, APPROVED OR AUTHORIZED BY ANY REGULATORY AUTHORITY IN IRELAND, ANY OTHER EU MEMBER STATE OR ANY EEA TREATY ADHERENT STATE AND THEREFORE MAY NOT CONTAIN ALL THE INFORMATION REQUIRED WHERE A DOCUMENT IS PREPARED PURSUANT TO THE DIRECTIVE OR THOSE LAWS.

OTHER THAN THE INVESTOR, NO PERSON(S) SHOULD RELY ON THE DOCUMENTS OR TAKE ANY ACTION UPON THEM. IF YOU ARE NOT THE INTENDED RECIPIENT OF THE DOCUMENTS AND HAVE RECEIVED THEM IN ERROR YOU SHOULD RETURN THEM IMMEDIATELY. YOUR POSTAGE AND REASONABLE DELIVERY EXPENSES WILL BE REFUNDED.

THE SCHEME IS NOT SUPERVISED, APPROVED OR AUTHORIZED IN IRELAND BY THE IRISH FINANCIAL SERVICES REGULATORY AUTHORITY AND THE REGULATORY REQUIREMENTS WHICH IT IMPOSES ARE NOT APPLICABLE. THE SCHEME IS ESTABLISHED IN DELAWARE, UNITED STATES OF AMERICA AND IS GOVERNED UNDER THE LAWS OF THE STATE OF DELAWARE, UNITED STATES OF AMERICA.

POTENTIAL INVESTORS SHOULD CONSULT A STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER FINANCIAL ADVISER AND ARE RESPONSIBLE FOR INFORMING THEMSELVES AS TO THE POSSIBLE TAX CONSEQUENCES OF AN INVESTMENT.

THE SCHEME HAS NOT MADE AND WILL NOT MAKE AN OFFER OF SECURITIES TO THE PUBLIC IN IRELAND PRIOR TO THE PUBLICATION OF THE PROSPECTUS IN RELATION TO AN OFFER OF SECURITIES THAT HAS BEEN APPROVED BY THE IRISH FINANCIAL SERVICES REGULATORY AUTHORITY OR WHERE APPROPRIATE, APPROVED IN ANOTHER MEMBER STATE OF THE EUROPEAN UNION AND NOTIFIED TO THE IRISH FINANCIAL SERVICES REGULATORY AUTHORITY IN IRELAND, ALL IN ACCORDANCE WITH THE PROSPECTUS DIRECTIVE 2003/71/EC, THE IRISH PROSPECTUS (DIRECTIVE 2003/71/EC) REGULATIONS, 2005, AND THE INVESTMENT FUNDS, COMPANIES AND MISCELLANEOUS PROVISIONS ACT, 2005 AND ANY SUCH MARKETING IN IRELAND IS SUBJECT TO THE PRIOR APPROVAL OF THE IRISH FINANCIAL SERVICES REGULATORY AUTHORITY.

FOR RESIDENTS OF ITALY ONLY

IN ITALY THE OFFERING IS LIMITED TO LESS THAN 100 INVESTORS AND, THEREFORE, PURSUANT TO ARTICLE 100 OF THE LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998 (THE “ITALIAN FINANCE ACT”) AND IN ACCORDANCE WITH COMMISIONE NAZIONALE PER LE SOCIETÀ E LA BORSA (“CONSOB”) REGULATION NO. 11971 OF 14 MAY 1999 THE OFFERING IS NOT SUBJECT TO ITALIAN LAW PROVISIONS ON SOLICITATION OF PUBLIC SAVINGS. THE OFFERING MUST BE MADE CARRIED OUT IN ACCORDANCE WITH ITALIAN LAW PROVISIONS ON “DOOR-TO-DOOR SELLING” AND/OR “DISTANCE MARKETING OF FINANCIAL PRODUCTS” SET FROTH IN THE ITALIAN FINANCE ACT AND CONSOB REGULATION NO. 16190 OF 29 OCTOBER 2007.

FOR RESIDENTS OF JAPAN ONLY

THIS SOLICITATION OF AN OFFER OF ACQUISITION RELATING TO ISSUANCE OF THE CLASS A COMMON STOCK IN CC MEDIA HOLDINGS, INC. (THE “STOCK”) FALLS WITHIN THE “SOLICITATION FOR SMALL NUMBER INVESTORS, ETC.,” AS DEFINED UNDER PARAGRAPH 3, ARTICLE 23-13 OF THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW OF JAPAN (LAW NO. 25 OF 1948, AS AMENDED, THE “FIEL”); AND NO SECURITIES REGISTRATION STATEMENT, PURSUANT TO THE PROVISIONS OF PARAGRAPH 1 OF ARTICLE 4 OF THE FIEL, HAS BEEN FILED OR WILL BE FILED REGARDING THIS SOLICITATION OF AN OFFER. THE STOCK FALLS WITHIN THE SECURITIES SET FORTH IN ITEM 17, PARAGRAPH 1, ARTICLE 2 OF THE FIEL.

FOR RESIDENTS OF MEXICO ONLY

THE SECURITIES HAVE NOT BEEN AND ARE NOT INTENDED TO BE REGISTERED WITH THE NATIONAL REGISTRY OF SECURITIES (REGISTRO NACIONAL DE VALORES) MAINTAINED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES) AND MAY NOT BE OFFERED OR SOLD PUBLICLY IN MEXICO. THIS PROSPECTUS MAY NOT BE PUBLICLY DISTRIBUTED IN MEXICO. THE SECURITIES MAY BE OFFERED IN MEXICO TO EMPLOYEES OF CLEAR CHANNEL ON A PRIVATE PLACEMENT BASIS.

FOR RESIDENTS OF NORWAY ONLY

THIS MEMORANDUM HAS NOT BEEN PRODUCED IN ACCORDANCE WITH THE PROSPECTUS REQUIREMENTS LAID DOWN IN THE NORWEGIAN SECURITIES TRADING ACT 2007. THIS MEMORANDUM HAS NOT BEEN APPROVED OR DISAPPROVED BY, OR REGISTERED WITH THE OSLO STOCK EXCHANGE, THE NORWEGIAN FSA OR THE NORWEGIAN REGISTRY OF BUSINESS ENTERPRISES.

THIS MEMORANDUM IS ONLY AND EXCLUSIVELY ADDRESSED TO THE ADDRESSEES AND CAN NOT BE DISTRIBUTED, OFFERED OR PRESENTED, EITHER DIRECTLY OF INDIRECTLY TO OTHER PERSONS OR ENTITIES DOMICILED IN NORWAY.

FOR RESIDENTS OF PERU ONLY

THE SECURITIES HAVE NOT BEEN REGISTERED BEFORE COMISIÓN NACIONAL SUPERVISORA DE EMPRESAS Y VALORES (CONASEV) AND ARE BEING PLACED BY MEANS OF A PRIVATE OFFER. CONASEV HAS NOT REVIEWED THE INFORMATION PROVIDED TO THE INVESTOR.

THERE IS NO SPECIFIC LAW OR LEGAL MECHANISM THAT FORCES AN ISSUER OR OFFEROR TO DISCLOSE INFORMATION PRIOR OR AFTER THE PLACEMENT OR SALE OF THE INTEREST, UNLESS AN OFFERING MEMORANDUM OR SUBSCRIPTION BOOKLET STATES SO.

FOR RESIDENTS OF SPAIN ONLY

THE OFFER OF SECURITIES IN THE SCHEME DOES NOT CONSTITUTE A PUBLIC OFFERING IN SPAIN IN ACCORDANCE WITH SPANISH SECURITIES AND EXCHANGE ACT 24/1988, OF JULY 28, AND ROYAL DECREE 1310/2005, OF NOVEMBER 4. ACCORDINGLY, THE OFFER MATERIALS HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH AND AUTHORISED BY THE SPANISH SECURITIES AND EXCHANGE COMMISSION (CNMV).

FOR RESIDENTS OF SWEDEN ONLY

THE SECURITIES OF THE SCHEME ARE BEING OFFERED TO A LIMITED NUMBER OF INVESTORS AND THEREFORE THIS MEMORANDUM HAS NOT BEEN, AND WILL NOT BE, REGISTERED WITH THE SWEDISH FINANCIAL SUPERVISORY AUTHORITY UNDER THE SWEDISH FINANCIAL INSTRUMENTS TRADING ACT (1991:980). ACCORDINGLY, THIS MEMORANDUM MAY NOT BE MADE AVAILABLE, NOR MAY THE SECURITIES OTHERWISE BE MARKETED AND OFFERED FOR SALE IN SWEDEN, OTHER THAN IN CIRCUMSTANCES WHICH ARE DEEMED NOT TO BE AN OFFER TO THE PUBLIC IN SWEDEN UNDER THE FINANCIAL INSTRUMENTS TRADING ACT.

FOR RESIDENTS OF TURKEY ONLY

NO INFORMATION IN THIS PROSPECTUS IS PROVIDED FOR THE PURPOSE OF OFFERING, MARKETING AND SALE BY ANY MEANS OF ANY CAPITAL MARKET INSTRUMENTS IN THE REPUBLIC OF TURKEY. THEREFORE, THIS DOCUMENT MAY NOT BE CONSIDERED AS AN OFFER MADE OR TO BE MADE TO RESIDENTS OF THE REPUBLIC OF TURKEY. THE OFFERED SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE TURKISH CAPITAL MARKET BOARD (THE “CMB”) UNDER THE PROVISIONS OF THE CAPITAL MARKET LAW (LAW NO. 2499) (THE “CAPITAL MARKET LAW”). ACCORDINGLY NEITHER THIS PROSPECTUS NOR ANY OTHER OFFERING MATERIAL RELATED TO THE OFFERING MAY BE UTILIZED IN CONNECTION WITH ANY GENERAL OFFERING TO THE PUBLIC WITHIN THE REPUBLIC OF TURKEY WITHOUT THE PRIOR APPROVAL OF THE CMB. HOWEVER, ACCORDING TO ARTICLE 15 (D) (II) OF THE DECREE NO.32 THERE IS NO RESTRICTION ON THE PURCHASE OR SALE OF THE OFFERED SECURITIES BY RESIDENTS OF THE REPUBLIC OF TURKEY, PROVIDED THAT: THEY PURCHASE OR SELL SUCH OFFERED PRODUCTS IN THE FINANCIAL MARKETS OUTSIDE OF THE REPUBLIC OF TURKEY; AND SUCH SALE AND PURCHASE IS MADE THROUGH BANKS, AND/OR LICENSED BROKERAGE INSTITUTIONS IN THE REPUBLIC OF TURKEY.

FOR RESIDENTS OF THE UNITED KINGDOM ONLY

THIS PROSPECTUS DOES NOT CONSTITUTE OR FORM ANY PART OF ANY OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR, UNDERWRITE OR PURCHASE ANY SHARES IN THE COMPANY. THIS PROSPECTUS WILL NOT FORM THE BASIS OR A PART OF, OR BE RELIED ON IN ANY WAY IN CONNECTION WITH, ANY INVESTMENT OR FINANCING DECISION OR ANY DECISION TO ENTER INTO ANY AGREEMENT FOR THE ACQUISITION OF ANY SHARES OR OTHER SECURITIES.

THIS PROSPECTUS IS DIRECTED ONLY AT PERSONS WHO ARE: ELIGIBLE EMPLOYEES FOR THE PURPOSES OF ARTICLE 60 OF THE FSMA 2000 (FINANCIAL PROMOTION) ORDER 2005 (“FPO”) AND (C) HIGH NET WORTH PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE FPO, (TOGETHER “ELIGIBLE RECIPIENTS”).

THIS PROSPECTUS IS EXEMPT FROM THE GENERAL RESTRICTION (IN SECTION 21 OF FSMA) ON THE COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO ENGAGE IN INVESTMENT ACTIVITY, ON THE GROUNDS THAT IT IS DIRECTED OR MADE ONLY AT ELIGIBLE RECIPIENTS. PERSONS WITHIN THE UNITED KINGDOM WHO RECEIVE THIS PROSPECTUS (OTHER THAN ELIGIBLE RECIPIENTS) SHOULD NOT RELY OR ACT UPON THIS DOCUMENT.

Exhibit 10.25

CC MEDIA HOLDINGS, INC.

2008 ANNUAL INCENTIVE PLAN

1. Purposes . The purposes of this 2008 Annual Incentive Plan are to provide an incentive to executive officers and other selected key executives of Clear Channel to contribute to the growth, profitability and increased shareholder value of Clear Channel and to retain such executives.

2. Definitions . For purposes of the Plan, the following terms shall be defined as set forth below:

(a) “Board” shall mean Clear Channel’s Board of Directors.

(b) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions thereto.

(d) “Clear Channel” or “Company” shall mean CC Media Holdings, Inc. and any entity that succeeds to all or substantially all of its business.

(e) “Effective Date” shall mean January 1, 2008.

(f) “Eligible Employee” shall mean each executive officer of Clear Channel, including those employed by subsidiaries, and other key executives of Clear Channel and its subsidiaries selected by the Committee.

(g) “GAAP” shall mean U.S. Generally Accepted Accounting Principles.

(h) “Participant” shall mean an Eligible Employee designated by the Committee to participate in the Plan for a designated Performance Period.

(i) “Performance Award” shall mean the right of a Participant to receive cash or other property following the completion of a Performance Period based upon performance in respect of one or more of the Performance Goals during such Performance Period, as specified in Section 5.

(j) “Performance Goals” shall mean or may be expressed in terms of any of the following business criteria: revenue growth, earnings before interest, taxes, depreciation and amortization (“EBITDA”), EBITDA growth, operating income before depreciation and amortization and non-cash compensation expense (“OIBDAN”), OIBDAN growth, funds from operations, funds from operations per share and per share growth, cash available for distribution, cash available for distribution per share and per share growth, operating income and operating income growth, net earnings, earnings per share and per share growth, return on equity, return on assets, share price performance on an absolute basis and relative to an index, improvements in Clear Channel’s attainment of expense levels, implementing or completion of critical projects, or improvement in cash-flow (before or after tax). A Performance Goal may be measured over a Performance Period on a periodic, annual, cumulative or average basis and may be established on a corporate-wide basis or established with respect to one or more operating units, divisions, subsidiaries, acquired businesses, minority investments, partnerships or joint ventures. Unless otherwise determined by the Committee by no later than the earlier of the date that is ninety (90) days after the commencement of the Performance Period or the day prior to the date on which twenty-five percent (25%) of the Performance Period has elapsed, the Performance Goals will be determined by not accounting for a change in GAAP during a Performance Period.

(k) “Performance Objective” shall mean the level or levels of performance required to be attained with respect to specified Performance Goals in order that a Participant shall become entitled to specified rights in connection with a Performance Award.

(l) “Performance Period” shall mean the calendar year, or such other shorter or longer period designated by the Committee, during which performance will be measured in order to determine a Participant’s entitlement to receive payment of a Performance Award.

(m) “Plan” shall mean this CC Media Holdings, Inc. 2008 Annual Incentive Plan, as amended from time to time.

3. Administration .

(a) Authority . The Plan shall be administered by the Committee. The Committee is authorized, subject to the provisions of the Plan, in its sole discretion, from time to time to: (i) select Participants; (ii) grant Performance Awards under the Plan; (iii) determine the type, terms and conditions of, and all other matters relating to, Performance Awards; (iv) prescribe Performance Award agreements (which need not be identical); (v) establish, modify or rescind such rules and regulations as it deems necessary for the proper administration of the Plan; and (vi) make such determinations and interpretations and to take such steps in connection with the Plan or the Performance Awards granted thereunder as it deems necessary or advisable. All such actions by the Committee under the Plan or with respect to the Performance Awards granted thereunder shall be final and binding on all persons.

(b) Manner of Exercise of Committee Authority . The Committee may delegate its responsibility with respect to the administration of the Plan to one or more officers of Clear Channel, to one or more members of the Committee or to one or more members of the Board; provided , however , that the Committee may not delegate its responsibility (i) to make Performance Awards to executive officers of Clear Channel and to certify the satisfaction of Performance Objectives pursuant to Section 5(e). The Committee may also appoint agents to assist in the day-to-day administration of the Plan and may delegate the authority to execute documents under the Plan to one or more members of the Committee or to one or more officers of the Company.

(c) Limitation of Liability . The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or employee of Clear Channel, Clear Channel’s independent certified public accountants, consultants or any other agent assisting in the administration of the Plan. Members of the Committee and any officer or employee of Clear Channel acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by Clear Channel with respect to any such action or determination.

4. Types of Awards . Subject to the provisions of the Plan, the Committee has the discretion to grant to Participants Performance Awards described in Section 5 in respect of any Performance Period.

5. Performance Awards .

(a) Form of Award . The Committee is authorized to grant Performance Awards pursuant to this Section 5. A Performance Award shall represent the conditional right of the Participant to receive cash or other property based upon achievement of one or more pre-established Performance Objectives during a Performance Period, subject to the terms of this Section 5 and the other applicable terms of the Plan. Performance Awards shall be subject to such conditions, including deferral of settlement, risks of forfeiture, restrictions on transferability and other terms and conditions as shall be specified by the Committee.

(b) Performance Objectives . The Committee shall establish the Performance Objective for each Performance Award, consisting of one or more business criteria permitted as Performance Goals hereunder and one or more levels of performance with respect to each such criteria. In addition, the Committee shall establish the amount or amounts payable or other rights that the Participant will be entitled to as a Performance Award upon achievement of such levels of performance. The Performance Objective shall be established by the Committee prior to, or reasonably promptly following the inception of, a Performance Period.

(c) Additional Provisions Applicable to Performance Awards . More than one Performance Goal may be incorporated in a Performance Objective, in which case achievement with respect to each Performance Goal may be assessed individually or in combination with each other. The Committee may, in connection with the establishment of Performance Objectives for a Performance Period, establish a matrix setting forth the relationship between performance on two or more Performance Goals and the amount of the Performance Award payable for that Performance Period. The level or levels of performance specified with respect to a Performance Goal may be established in absolute terms, as objectives relative to performance in prior periods, as an objective compared to the performance of one or more comparable companies or an index covering multiple companies, or otherwise as the Committee may determine. Performance Objectives may differ for Performance Awards granted to any one Participant or to different Participants.

(d) Duration of the Performance Period . The Committee shall establish the duration of each Performance Period at the time that it sets the Performance Objectives applicable to that Performance Period. The Committee shall be authorized to permit overlapping or consecutive Performance Periods.

(e) Certification . Following the completion of each Performance Period, the Committee shall certify in writing whether the Performance Objective and other material terms for paying amounts in respect of each Performance Award related to that Performance Period have been achieved or met. Unless the Committee determines otherwise, Performance Awards shall not be settled until the Committee has made the certification specified under this Section 5(e).

(f) Adjustment . The Committee is authorized at any time during or after a Performance Period to reduce or eliminate the Performance Award of any Participant for any reason, including, without limitation, changes in the position or duties of any Participant with Clear Channel during or after a Performance Period, whether due to any termination of employment (including death, disability, retirement, voluntary termination or termination with or without cause) or otherwise. In addition, to the extent necessary to preserve the intended economic effects of the Plan to Clear Channel and the Participants, the Committee shall adjust Performance Objectives, the Performance Awards or both to take into account: (i) a change in corporate capitalization, (ii) a corporate transaction, such as any merger of Clear Channel or any subsidiary into another corporation, any consolidation of Clear Channel or any subsidiary into another corporation, any separation of Clear Channel or any subsidiary (including a spin-off or the distribution of stock or property of Clear Channel or any subsidiary), any reorganization of Clear Channel or any subsidiary or a large, special and non-recurring dividend paid or distributed by Clear Channel (whether or not such reorganization comes within the definition of Section 368 of the Code), (iii) any partial or complete liquidation of Clear Channel or any subsidiary or (iv) a change in accounting or other relevant rules or regulations (any adjustment pursuant to this Clause (iv) shall be subject to the timing requirements of the last sentence of Section 2(j) of the Plan).

(g) Timing of Payment . Except as provided below, any cash amounts payable in respect of Performance Awards for a Performance Period will generally be paid as soon as practicable following the determination in respect thereof made pursuant to Section 5(e), and any non-cash amounts or any other rights that the Participant is entitled to with respect to a Performance Award for a Performance Period will be paid in accordance with the terms of the Performance Award.

(h) Deferral of Payments . Subject to such terms, conditions and administrative guidelines as the Committee shall specify from time to time, a Participant shall have the right to elect to defer receipt of part or all of any payment due with respect to a Performance Award.

(i) Maximum Amount Payable Per Participant Under This Section 5 . With respect to Performance Awards to be settled in cash or property, a Participant shall not be granted Performance Awards for all of the Performance Periods commencing in a calendar year that permit the Participant in the aggregate to earn a cash payment or payment in other property, in excess of $15,000,000.

6. General Provisions .

(a) Termination of Employment . In the event a Participant terminates employment for any reason during a Performance Period or prior to the Performance Award payment, he or she (or his or her beneficiary, in the case of death) shall not be entitled to receive any Performance Award for such Performance Period unless the Committee, in its sole and absolute discretion, elects to pay a Performance Award to such Participant.

(b) Death of the Participant . Subject to Section 6(a), in the event of the death of a Participant, any payments hereunder due to such Participant shall be paid to his or her beneficiary as designated in writing to the Committee or, failing such designation, to his or her estate. No beneficiary designation shall be effective unless it is in writing and received by the Committee prior to the date of death of the Participant.

(c) Taxes . Clear Channel is authorized to withhold from any Performance Award granted, any payment relating to a Performance Award under the Plan, or any payroll or other payment to a Participant, amounts of withholding and other taxes due in connection with any transaction involving a Performance Award, and to take such other action as the Committee may deem advisable to enable Clear Channel and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Performance Award. This authority shall include authority for Clear Channel to withhold or receive other property and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations, either on a mandatory or elective basis in the discretion of the Committee.

(d) Limitations on Rights Conferred under Plan and Beneficiaries . Neither status as a Participant nor receipt or completion of a deferral election form shall be construed as a commitment that any Performance Award will become payable under the Plan. Nothing contained in the Plan or in any documents related to the Plan or to any Award shall confer upon any Eligible Employee or Participant any right to continue as an Eligible Employee, Participant or in the employ of Clear Channel or constitute any contract or agreement of employment, or interfere in any way with the right of Clear Channel to reduce such person’s compensation, to change the position held by such person or to terminate the employment of such Eligible Employee or Participant, with or without cause, but nothing contained in this Plan or any document related thereto shall affect any other contractual right of any Eligible Employee or Participant. No benefit payable under, or interest in, this Plan shall be transferable by a Participant except by will or the laws of descent and distribution or otherwise be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge.

(e) Changes to the Plan and Awards . Notwithstanding anything herein to the contrary, the Board, or a committee designated by the Board, may, at any time, terminate or, from time to time, amend, modify or suspend the Plan and the terms and provisions of any Performance Award theretofore granted to any Participant which has not been settled (either by payment or deferral). No Performance Award may be granted during any suspension of the Plan or after its termination.

(f) Unfunded Status of Awards; Creation of Trusts . The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any amounts payable to a Participant pursuant to a Performance Award, nothing contained in the Plan (or in any documents related thereto), nor the creation or adoption of the Plan, the grant of any Performance Award, or the taking of any other action pursuant to the Plan shall give any such Participant any rights that are greater than those of a general creditor of Clear Channel; provided that the Committee may authorize the creation of trusts and deposit therein cash or other property or make other arrangements, to meet Clear Channel’s obligations under the Plan. Such trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines with the consent of each affected Participant. The trustee of such trusts may be authorized to dispose of trust assets and reinvest the proceeds in alternative investments, subject to such terms and conditions as the Committee may specify in accordance with applicable law.

(g) Non-Exclusivity of the Plan . Neither the adoption of the Plan by the Board (or a committee designated by the Board) shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem necessary.

(h) Governing Law . The validity, construction, and effect of the Plan, any rules and regulations relating to the Plan, and any Performance Award shall be determined in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws, and applicable Federal law.

Exhibit 10.26

I NDEMNIFICATION A GREEMENT

This Agreement, made and entered into this day of July 2008 (“Agreement”), by and among CC Media Holdings, Inc. (the “Company”), a Delaware corporation, Clear Channel Communications, Inc., a Texas corporation (“Opco”, and together with the Company, the “Clear Channel Companies” and each a “Clear Channel Company”), and (“Indemnitee”):

WHEREAS, in light of the litigation costs and risks to directors resulting from their service to companies, and the desire of the Clear Channel Companies to attract and retain qualified individuals to serve as directors, it is reasonable, prudent and necessary for each of the Clear Channel Companies to indemnify and advance expenses on behalf of its directors to the extent permitted by applicable law so that they will serve or continue to serve the Clear Channel Companies free from undue concern regarding such risks;

WHEREAS, the Clear Channel Companies have requested that Indemnitee serve or continue to serve as a director of each of the Clear Channel Companies and may have requested or may in the future request that Indemnitee serve one or more Clear Channel Entities (as hereinafter defined) as a director or in other capacities;

WHEREAS, Indemnitee is willing to serve as a director of each of the Clear Channel Companies on the condition that he be so indemnified; and

WHEREAS, Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Designating Stockholders (as hereinafter defined) (or their affiliates), which Indemnitee, the Clear Channel Companies and the Designating Stockholders (or their affiliates) intend to be secondary to the primary obligation of the Clear Channel Companies to indemnify Indemnitee as provided herein, with the Clear Channel Companies’ acknowledgement of and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve as a director of each of the Clear Channel Companies;

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Clear Channel Companies and Indemnitee do hereby covenant and agree as follows:

1.	Services by Indemnitee . Indemnitee agrees to serve as a director of each of the Clear Channel Companies. Indemnitee may at any time and for any reason resign from such position (subject to any contractual obligation under any other agreement or any obligation imposed by operation of law).

Indemnification - General . On the terms and subject to the conditions of this Agreement, the Clear Channel Companies shall indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, liabilities, losses, costs, Expenses (as hereinafter defined) and other matters that may result from or arise in connection with Indemnitee’s Corporate Status (as hereinafter defined) and shall advance Expenses to Indemnitee, to the fullest extent permitted by applicable law. The indemnification obligations of the Clear Channel Companies under this Agreement (a) are joint and several obligations of each Clear Channel Company, (b) shall continue after such time as Indemnitee ceases to serve as a director of the Clear Channel

Companies or in any other Corporate Status, and (c) include, without limitation, claims for monetary damages against Indemnitee in respect of any alleged breach of fiduciary duty, to the fullest extent permitted under applicable law (including, if applicable, Section 145 of the Delaware General Corporation Law) as in existence on the date hereof and as amended from time to time.

Proceedings Other Than Proceedings by or in the Right of the Clear Channel Companies . If by reason of Indemnitee’s Corporate Status Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of any of the Clear Channel Companies to procure a judgment in its favor, the Clear Channel Companies shall indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilities, judgments, penalties, fines and amounts paid in settlement) reasonably incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the applicable Clear Channel Company and, with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Proceedings by or in the Right of the Clear Channel Companies . If by reason of Indemnitee’s Corporate Status Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of any of the Clear Channel Companies to procure a judgment in its favor, the Clear Channel Companies shall indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all Expenses reasonably incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the applicable Clear Channel Company; provided , however , that indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged by a court of competent jurisdiction to be liable to the applicable Clear Channel Company only if (and only to the extent that) the Court of Chancery of the State of Delaware or the court in which such Proceeding shall have been brought or is pending shall determine that despite such adjudication of liability and in light of all circumstances such indemnification may be made.

Mandatory Indemnification in Case of Successful Defense . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in defense of any Proceeding (including, without limitation, any Proceeding brought by or in the right of any Clear Channel Company), the Clear Channel Companies shall indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all Expenses reasonably incurred by Indemnitee or on behalf of Indemnitee in connection therewith. If Indemnitee is not wholly successful in defense of such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Clear Channel Companies will indemnify Indemnitee against all Expenses reasonably incurred by Indemnitee or on behalf of Indemnitee in connection with each successfully resolved claim, issue or matter. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, on substantive or procedural grounds, shall be deemed to be a successful result as to such claim, issue or matter.

Partial Indemnification . If Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification by the Clear Channel Companies for some or a portion of the Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by Indemnitee or on behalf of Indemnitee in connection with a Proceeding or any claim, issue or matter therein, but not, however, for the total amount thereof, the Clear Channel Companies shall indemnify Indemnitee for that portion thereof to which Indemnitee is entitled.

7.	Indemnification for Additional Expenses Incurred to Secure Recovery or as Witness .

The Clear Channel Companies will indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, any and all Expenses and, if requested by Indemnitee, will (within twenty (20) calendar days of such request) advance such Expenses to Indemnitee, which are reasonably incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Clear Channel Companies under this Agreement, any other agreement, the Certificate of Incorporation or By-laws of the applicable Clear Channel Company as now or hereafter in effect; or (ii) recovery under any director and officer liability insurance policies maintained by any Clear Channel Entity to the fullest extent permitted by law.

To the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, the Clear Channel Companies will indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, and the Clear Channel Companies will advance, all Expenses reasonably incurred by Indemnitee or on behalf of Indemnitee in connection therewith.

8.	Advancement of Expenses .

The Clear Channel Companies shall advance all Expenses reasonably incurred by or on behalf of Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding within twenty (20) calendar days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such advances shall, in all events, be (i) unsecured and interest free; and (ii) made without regard to Indemnitee’s ability to repay the advances.

To obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written request for advancement of Expenses and, to the extent required by applicable law, an unsecured written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Upon submission of such request for advancement of Expenses and unsecured written undertaking, Indemnitee shall be entitled to advancement of Expenses as provided in this Section 8, and such advancement of Expenses shall continue until such time (if any) as there is a final judicial determination that Indemnitee is not entitled to indemnification.

9.	Certain Agreements Related to Indemnification .

To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request for indemnification at such time as determined by Indemnitee in Indemnitee’s sole discretion.

At any time after submission by Indemnitee of a request for indemnification pursuant to Section 9(a), either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware for resolution of any objection to such request which may be made by the Company. The Clear Channel Companies will pay any and all Expenses reasonably incurred in connection with the investigation and resolution of such issues.

Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee. Indemnitee will not compromise or settle any claim or Proceeding, release any claim, or make any admission of fact, law, liability or damages with respect to any losses for which indemnification is sought hereunder without the prior written consent of applicable Clear Channel Company, which consent shall not be unreasonably withheld. None of the Clear Channel Companies will, with respect to any person or entity, settle any claim or Proceeding, release any claim, or make any admission of fact, law or liability or damages, or assign, pledge or permit any subrogation with respect to the foregoing, or permit any Clear Channel Entity to do any of the foregoing, to the extent such settlement, release, admission, assignment, pledge or subrogation in any way adversely affects Indemnitee or directly or indirectly imposes any expense, liability, damages, debt, obligation or judgment on Indemnitee.

The parties intend and agree that, to the extent permitted by law, in connection with any determination with respect to entitlement to indemnification hereunder: (i) it will be presumed that Indemnitee is entitled to indemnification under this Agreement, and that the Clear Channel Entities or any other person or entity challenging such right will have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption; (ii) the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the applicable Clear Channel Entity, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful; (iii) Indemnitee will be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the applicable Clear Channel Entity, including financial statements, or on information supplied to Indemnitee by the officers, employees, or committees of the board of directors of the applicable Clear Channel Entity, or on the advice of legal counsel for the applicable Clear Channel Entity or on information or records given in reports made to the applicable Clear Channel Entity by an independent certified public accountant or by an appraiser or other expert or advisor selected by the applicable Clear Channel Entity; and (iv) the knowledge and/or actions, or failure to act, of any director,

officer, agent or employee of any of the Clear Channel Entities or relevant enterprises will not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder. The provisions of this clause (d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder; provided , however , that any failure of Indemnitee to so notify the Company will not relieve the Clear Channel Companies of any obligation which they may have to Indemnitee under this Agreement or otherwise. If at the time of receipt of any such request for indemnification or notice the Clear Channel Companies have director and officer insurance policies in effect, the Clear Channel Companies will promptly notify the relevant insurers in accordance with the procedures and requirements of such policies.

10.	Other Rights of Recovery; Insurance; Subrogation, etc .

The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, under the Clear Channel Entities’ Certificates of Incorporation or By-Laws, or under any other agreement, vote of stockholders or resolution of directors of any Clear Channel Entity, or otherwise. Indemnitee’s rights under this Agreement are present contractual rights that fully vest upon Indemnitee’s first service as a director or officer of any of the Clear Channel Companies. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the General Corporation Law of the State of Delaware (or other applicable law), whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Clear Channel Entities’ Certificates of Incorporation or By-Laws and this Agreement, it is the intent of the parties hereto that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

To the extent that any of the Clear Channel Entities maintains an insurance policy or policies providing liability insurance for directors, officers, employees, fiduciaries, representatives, partners or agents of any Clear Channel Entity, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, fiduciary, representative, partner or agent insured under such policy or policies.

In the event of any payment by a Clear Channel Company under this Agreement, such Clear Channel Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee against any other Clear Channel Entity, and Indemnitee hereby agrees, as a condition to obtaining any advancement or indemnification from the Clear Channel Companies, to assign all of Indemnitee’s rights to obtain from such other Clear Channel Entity such amounts to the extent that they have been paid to or for the benefit of Indemnitee as advancement or indemnification under this Agreement and are adequate to indemnify Indemnitee with respect to the costs, Expenses or other items to the full extent that Indemnitee is entitled to indemnification or other payment hereunder; and Indemnitee will (upon request by the Company) execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit or enforce such rights.

Each of the Clear Channel Companies hereby unconditionally and irrevocably waives, relinquishes and releases, and covenants and agrees not to exercise (and to cause each of the other Clear Channel Entities not to exercise), any rights that such Clear Channel Company may now have or hereafter acquire against any Designating Stockholder (or former Designating Stockholder) or Indemnitee that arise from or relate to the existence, payment, performance or enforcement of the Clear Channel Companies’ obligations under this Agreement or under any other indemnification agreement (whether pursuant to contract, bylaws or charter), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of Indemnitee against any Designating Stockholder (or former Designating Stockholder) or Indemnitee, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Designating Stockholder (or former Designating Stockholder) or Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right.

The Clear Channel Companies shall not be liable under this Agreement to pay or advance to Indemnitee any amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise; provided , however , that (i) the Clear Channel Companies hereby agree that they are the indemnitors of first resort (i.e., their obligations to Indemnitee under this Agreement are primary and any obligation of any Designating Stockholder (or any affiliate thereof) to provide advancement or indemnification for the same Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by Indemnitee are secondary), and (ii) if any Designating Stockholder (or any affiliate thereof other than a Clear Channel Entity) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, bylaws or charter) with any director or officer of any Clear Channel Company, then (x) such Designating Stockholder (or such affiliate, as the case may be) shall be fully subrogated to all rights of Indemnitee with respect to such payment and (y) the Clear Channel Companies shall reimburse such Designating Stockholder (or such other affiliate) for the payments actually made. The Clear Channel Companies shall take any and all actions as may

reasonably be requested by Indemnitee or any Designating Stockholder to cause director and officer liability insurance policies maintained by the Clear Channel Companies, and those maintained by any other applicable Clear Channel Entity, to be paid and exhausted to cover any Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) that could be subject to indemnification hereunder before claims are made with respect to such matters under any director and officer liability insurance policies that may be maintained by any Designating Stockholder or any of their affiliates (other than affiliates that are Clear Channel Entities or subsidiaries thereof), it being understood and agreed that it is the intent of the parties that any such policies maintained by any Designating Stockholder or any of such other affiliates would be called upon to provide excess insurance coverage only to the extent of any failure of any liability insurance policies maintained by the Clear Channel Entities to make payment of any amounts for which coverage is also available under any liability insurance policies maintained by any Designating Stockholder or any of their affiliates (other than affiliates that are Clear Channel Entities or subsidiaries thereof).

The Clear Channel Companies’ obligation to indemnify or advance Expenses hereunder to Indemnitee in respect of or relating to Indemnitee’s service at the request of any of the Clear Channel Companies as a director, officer, employee, fiduciary, representative, partner or agent of any other Clear Channel Entity shall be reduced by any amount Indemnitee has actually received as payment of indemnification or advancement of Expenses from such other Clear Channel Entity, except to the extent that such indemnification payments and advance payment of Expenses when taken together with any such amount actually received from other Clear Channel Entities or under director and officer insurance policies maintained by one or more Clear Channel Entities are inadequate to fully pay all costs, Expenses or other items to the full extent that Indemnitee is entitled to indemnification or other payment hereunder.

11.	Employment Rights; Successors; Third Party Beneficiaries .

This Agreement shall not be deemed an employment contract between the Clear Channel Companies and Indemnitee. This Agreement shall continue in force as provided above after Indemnitee has ceased to serve as a director and/or officer of the Clear Channel Companies.

This Agreement shall be binding upon each of the Clear Channel Companies and their successors and assigns and shall inure to the benefit of Indemnitee and his heirs, executors and administrators.

The Designating Stockholders are express third party beneficiaries of this Agreement, are entitled to rely upon this Agreement, and may specifically enforce the Clear Channel Companies’ obligations hereunder (including but not limited to the obligations specified in Section 10 of this Agreement).

12.	Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the

remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

13.

Exception to Right of Indemnification or Advancement of Expenses . Except as provided in Section 7(a) of this Agreement or as may otherwise be agreed by any Clear Channel Company, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee (other than a Proceeding by Indemnitee by way of defense or to enforce his rights under this Agreement or under statute or other law including any rights under Section 145 of the Delaware General Corporation Law), unless the bringing of such Proceeding or making of such claim shall have been approved by the Board of Directors of the applicable Clear Channel Company.

14.	Definitions . For purposes of this Agreement:

“Abrams Funds” means Abrams Capital Partners I, LP, Abrams Capital Partners II. LP, Whitecrest Partners, LP, Abrams Capital International, Ltd. and Riva Capital Partners, LP, and any other investment fund or related management company or general partner that is an affiliate of any of the foregoing entities or that is advised by the same investment adviser as any of the foregoing entities or by an affiliate of such investment adviser.

“Bain Entities” means Bain Capital Partners, LLC, a Delaware limited liability company, Bain Capital (CC) IX, L.P., Bain Capital (CC) IX Offshore, L.P., Bain Capital (CC) IX Coinvestment, L.P., Bain Capital (CC) IX Coinvestment Offshore, L.P. and Bain Capital CC Investors, L.P., Bain Capital (CC) X, L.P., Bain Capital (CC) X Offshore, L.P., Bain Capital (CC) X Coinvestment, L.P., Bain Capital (CC) X Coinvestment Offshore, L.P., and any other investment fund or related management company or general partner that is an affiliate of any of the foregoing entities or that is advised by the same investment adviser as any of the foregoing entities or by an affiliate of such investment adviser.

“Board of Directors” refers to the board of directors of the Company.

“Certificate of Incorporation” means, with respect to any entity, (i) in the case of the Company, its certificate of incorporation, (ii) in the case of Opco, its articles of incorporation, and (iii) in the case of any other entity, its certificate of incorporation, articles of incorporation or similar constating document.

“Clear Channel Entity” means any Clear Channel Company, any of their respective subsidiaries and any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise with respect to which Indemnitee serves as a director, officer, employee, partner, representative, fiduciary or agent, or in any similar capacity, at the request of any Clear Channel Company

“Corporate Status” describes the status of a person in his or her capacity as a director or officer of any of the Clear Channel Companies (including, without limitation, one who serves at the request of any of the Clear Channel Companies as a director, officer, employee, fiduciary or agent of any Clear Channel Entity).

“Designating Stockholder” means any of the Sponsors and any HF Fund, in each case so long as an individual designated (directly or indirectly) by the Sponsors or any HF Fund, or any of their respective affiliates (as provided by the Company’s Certificate of Incorporation, By-laws, Stockholders Agreement, the HF Voting Agreement and the limited liability company agreement of Clear Channel Capital IV, LLC), serves as a director of any Clear Channel Entity and shall also be deemed to include any Abrams Fund for so long as David Abrams serves as a director of any Clear Channel Entity.

“Expenses” shall mean all reasonable costs, fees and expenses and shall specifically include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness, in, or otherwise participating in, a Proceeding, including, but not limited to, the premium for appeal bonds, attachment bonds or similar bonds and all interest, assessments and other charges paid or payable in connection with or in respect of any such Expenses.

“HF Funds” means Highfields Capital I LP, a Delaware limited partnership, Highfields Capital II LP, a Delaware limited partnership, Highfields Capital III L.P., an exempted limited partnership organized under the laws of the Cayman Islands, B.W.I., and Highfields Capital Management LP, a Delaware limited partnership, and any other investment fund or related management company or general partner that is an affiliate of any of the foregoing entities or that is advised by the same investment adviser as any of the foregoing entities or by an affiliate of such investment adviser.

“HF Voting Agreement” means the Amended and Restated Voting Agreement dated as of May 13, 2008 by and among the Company, the HF Funds and certain other parties.

“Proceeding” includes any actual, threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened, pending or completed proceeding, whether brought by or in the right of any Clear Channel Company or otherwise and whether civil, criminal, administrative or investigative in nature, in which Indemnitee was, is, may be or will be involved as a party, witness or otherwise, by reason of Indemnitee’s Corporate Status or by reason of any action taken by him or of any inaction on his part while acting as director or officer of any Clear Channel Entity (in each case whether or not he is acting or serving in any such capacity or has such status at the time any liability or expense is incurred for which indemnification or advancement of Expenses can be provided under this Agreement).

“Sponsors” means, collectively, the Bain Entities and the THL Entities.

“Stockholders Agreement” means the Stockholders Agreement dated as of July __, 2008 by and among the Company and certain of its stockholders, including Clear Channel Capital IV, LLC, Clear Channel Capital V, L.P. and certain other stockholders.

“Texas Acts” means the Business Corporation Act of the State of Texas and the Business Organization Code of the State of Texas.

“THL Entities” means THL Managers VI, LLC, a Delaware limited liability company, Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P. and THL Equity Fund VI Investors (Clear Channel), L.P., and any other investment fund or related management company or general partner that is an affiliate of any of the foregoing entities or that is advised by the same investment adviser as any of the foregoing entities or by an affiliate of such investment adviser.

15.	Construction . Whenever required by the context, as used in this Agreement the singular number shall include the plural, the plural shall include the singular, and all words herein in any gender shall be deemed to include (as appropriate) the masculine, feminine and neuter genders.

16.	Reliance; Integration .

The Clear Channel Companies expressly confirm and agree that they have entered into this Agreement and assumed the obligations imposed on each of them hereby in order to induce Indemnitee to serve as a director and/or officer of the Clear Channel Companies, and the Clear Channel Companies acknowledge that Indemnitee is relying upon this Agreement in serving as a director and/or officer of the Clear Channel Companies.

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

17.

Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

18.

Notice Mechanics . All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been direct, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:

If to Indemnitee to:

with a copy to:

Ropes & Gray LLP

One International Place

Boston, MA 02110-2624

Attn: David Chapin, Alfred Rose & Patrick Diaz

If to any Clear Channel Company, to:

CC Media Holdings, Inc.

Clear Channel Communications, Inc.

200 East Basse Road

San Antonio, TX 78209

Attn: General Counsel

with a copy to:

Ropes & Gray LLP

One International Place

Boston, MA 02110-2624

Attn: David Chapin, Alfred Rose & Patrick Diaz

or to such other address as may have been furnished (in the manner prescribed above) as follows: (a) in the case of a change in address for notices to Indemnitee, furnished by Indemnitee to the Company or Opco and (b) in the case of a change in address for notices to any Clear Channel Company, furnished by the Clear Channel Companies to Indemnitee.

19.

Contribution . To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Clear Channel Companies, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for reasonably incurred Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Clear Channel Companies and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Clear Channel Companies (and their other directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

20.

Governing Law; Submission to Jurisdiction; Appointment of Agent for Service of Process . This Agreement and the legal relations among the parties shall, to the fullest extent permitted by law, be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Clear Channel Companies and

Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or otherwise inconvenient forum.

21.	Headings . The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

22.	Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.


CC M EDIA H OLDINGS , INC .

By:
Name:
Title:

C LEAR C HANNEL C OMMUNICATIONS , INC .

By:
Name:
Title:

I NDEMNITEE :


Name:

Exhibit 21.1

Subsidiaries of CC Media Holdings, Inc.


Name		State of Incorporation
* See note below

*1567 Media, LLC		DE
Ackerley Broadcast Operations, LLC		DE
Ackerley Broadcasting of Fresno, LLC		DE
Ackerley Ventures, Inc.		WA
AK Mobile Television, Inc.		WA
AMFM Air Services, Inc.		DE
AMFM Broadcasting Licenses, LLC		DE
AMFM Broadcasting, Inc.		DE
AMFM Holdings, Inc.		DE
AMFM Inc.		DE
AMFM Internet Holding, Inc.		DE
AMFM Michigan, LLC		DE
AMFM Operating, Inc.		DE
AMFM Radio Group, Inc.		DE
AMFM Radio Licenses, LLC		DE
AMFM Shamrock Texas, Inc.		TX
AMFM Texas Broadcasting, LP		DE
AMFM Texas Licenses, LP		DE
AMFM Texas, LLC		DE
Austin Tower Company		DE
Bel Meade Broadcasting Corporation, Inc.		DE
Broadcast Architecture, Inc.		MA
Broadcast Finance, Inc.		OH
Capstar Broadcasting Partners, Inc.		DE
Capstar Radio Operating Company		DE
Capstar TX, LP		DE
CC Broadcast Holdings, Inc.		NV
CC Holdings-Nevada, Inc.		NV
CC Identity GP, LLC		DE
CC Identity Holdings, Inc.		NV
CC Licenses, LLC		DE
CCB Texas Licenses, LP		TX
CCBL FCC Holdings, Inc.		NV
CCBL GP, LLC		DE
Central NY News, Inc.		WA
Christal Radio Sales, Inc.		DE
Cine Guarantors II, Inc.		CA
Citi GP, LLC		DE
Citicasters Co.		OH
Citicasters FCC Holdings, Inc.		NV
Citicasters Licenses, LP		NV
*Clear Channel Adshel, Inc.		DE
Clear Channel Aviation, LLC		DE
*Clear Channel Branded Cities, LLC		DE
Clear Channel Broadcasting Licenses, Inc.		NV


Clear Channel Broadcasting, Inc.		NV
Clear Channel Collective Marketing, LLC		DE
Clear Channel Communications, Inc.		TX
Clear Channel Company Store, Inc.		NV
*Clear Channel Digital, LLC		DE
Clear Channel GP, LLC		DE
Clear Channel Holdings, Inc.		NV
Clear Channel Identity, LP		TX
Clear Channel Intangibles, Inc.		DE
*Clear Channel/Interstate Philadelphia, LLC		DE
Clear Channel Investments, Inc.		NV
*Clear Channel LA, LLC		DE
Clear Channel Management Services, LP		TX
*Clear Channel Metra, LLC		DE
Clear Channel Mexico Holdings, Inc.		NV
*Clear Channel Outdoor Holdings Company Canada (FKA Eller Holdings Company Canada)		DE
*Clear Channel Outdoor Holdings Inc. (FKA Eller Media Corporation)		DE
*Clear Channel Outdoor, Inc.		DE
Clear Channel Real Estate, LLC		DE
Clear Channel Satellite Services, Inc.		DE
*Clear Channel Spectacolor, LLC		DE
*Clear Channel Taxi Media, LLC		DE
Clear Channel Wireless, Inc.		NV
*Clear Channel Worldwide Holdings, Inc.		NV
Clearmart, Inc.		NV
Concord Media Group, Inc.		FL
Critical Mass Media		OH
*Eller Taxi TV, LLC		DE
*Eltex Investment Corp.		DE
*Exceptional Outdoor, Inc.		FL
*Interstate Bus Shelter, Inc.		PA
Jacor Broadcasting Corporation		OH
Jacor Broadcasting Of Colorado, Inc.		CO
Jacor Broadcasting Of Denver, Inc.		CA
Jacor Communications Company		FL
Jacor/Premiere Holding, Inc.		DE
Katz Communications, Inc.		DE
Katz Media Group, Inc.		DE
Katz Millennium Sales & Marketing, Inc.		DE
*Keller Booth Sumners JV		TX
*Kelnic II JV		DE
KTZMedia Corporation		DE
KVOS TV, Ltd.		BRITISH COLUMBIA
M Street Corp		WA
M Street, LLC		OH
Oklahoma City Tower Company		DE
*Outdoor Management Services, Inc.		NV
Premiere Radio Networks, Inc.		DE
Radio-Active Media, Inc.		DE
*Shelter Advertising Of America, Inc.		DE
Terrestrial RF Licensing, Inc.		NV
The New Research Group, Inc.		NV
*Clear Channel Airports of Texas JV		TX


*Clear Channel Airports of Georgia, Inc.				GA
*Get Outdoors Florida, LLC				FL
Media Monitors, LLC				NY
Musicpoint International, LLC				DE
*Interspace Services, Inc.				PA
*Interspace Airport Advertising International, LLC				PA
*Sunset Billboards, LLC				WA
AMFM.com, Inc.				DE
Westchester Radio, LLC				DE
Duncan American Radio, LLC				IN
Radio Impact, LLC				DE
*Eller-PW Company, LLC				CA
*Clear Channel Brazil Holdco, LLC				DE
*Clear Channel Peoples, LLC				DE
Clear Channel Mexico, LLC				DE
*HCA, Inc.				IL
Katz Net Radio Sales, Inc.				DE
*CCHCV LP, LLC				DE
*CC CV LP, LLC				DE


Name		Country Of Incorporation
Adcart AB*		Sweden
Adshel (Brazil) Ltda*		Brazil
Adshel Argentina SRL*		Argentina
Adshel Ireland Limited*		Ireland
Adshel Ltd.*		United Kingdom
Adshel Ltda*		Brazil
Adshel NI Ltd.*		United Kingdom
Aircheck India Pvt. Ltd.		India
Allied Outdoor Advertising Ltd.*		United Kingdom
Arcadia Cooper Properties Ltd.*		United Kingdom
ARN Holdings Pty Ltd.		Australia
Barnett And Son Ltd.*		United Kingdom
Bk Studi BV*		Netherlands
BPS London Ltd.*		United Kingdom
BPS Ltd.*		United Kingdom
CAC City Advertising Company*		Switzerland
C.F.D. Billboards Ltd.*		United Kingdom
Clear Channel Haidemenos Media SA*		Greece
Clear Channel International BV*		Netherlands
Clear Channel International Holdings BV*		Netherlands
CC LP BV*		Netherlands
Clear Channel Netherlands BV *		Netherlands
CCO International Holdings BV *		Netherlands
CCO Ontario Holdings, Inc.*		Canada
China Outdoor Media Investment (HK) Co., Ltd.*		Hong Kong
China Outdoor Media Investment, Inc. *		British Virgin Islands
City Lights Ltd.*		United Kingdom
Clear Channel Acir Holdings NV		Netherlands Antilles
Clear Channel Adshel AS *		Norway
Clear Channel Affitalia SRL*		Italy
Clear Channel Aida GmbH*		Switzerland
Clear Channel Airport Pte Ltd *		Singapore
Clear Channel Australia Pty Ltd.		Australia


Clear Channel Baltics & Russia Limited *		Russia
Clear Channel Baltics And Russia AB *		Sweden
Clear Channel Banners Limited *		United Kingdom
Clear Channel Belgium SA *		Belgium
Clear Channel Brazil Holding Ltda.*		Brazil
Clear Channel (Central) Ltd.*		United Kingdom
Clear Channel Communications India Pvt Ltd *		India
Clear Channel CP III BV*		Netherlands
Clear Channel CP IV BV*		Netherlands
Clear Channel CV*		Netherlands
Clear Channel Danmark A/S *		Denmark
Clear Channel Entertainment of Brazil Ltd. *		Brazil
Clear Channel Espana SL *		Spain
Clear Channel Espectaculos SL*		Spain
Clear Channel Estonia A/S*		Estonia
Clear Channel European Holdings SAS *		France
Clear Channel Felice GmbH*		Switzerland
Clear Channel Suomi Oy*		Finland
Clear Channel France SA*		France
Clear Channel Hillenaar BV *		Netherlands
Clear Channel Holding AG *		Switzerland
Clear Channel Holding Italia SPA*		Italy
Clear Channel Holdings CV*		Netherlands
Clear Channel Holdings, Ltd.*		United Kingdom
Clear Channel Hong Kong Ltd.*		Hong Kong
Clear Channel Ireland Ltd. *		Ireland
Clear Channel Italy Outdoor SRL *		Italy
Clear Channel Japan, Inc.*		Japan
Clear Channel Jolly Pubblicita SPA*		Italy
Clear Channel KNR Neth Antilles NV*		Netherlands Antilles
Clear Channel Latvia *		Latvia
Clear Channel Lietuva*		Lithuania
Clear Channel (Midlands) Ltd.*		United Kingdom
Clear Channel More France SA *		France
Clear Channel Mumbai Pvt Ltd.*		India
Clear Channel NI Ltd.*		United Kingdom
Clear Channel (Northwest) Ltd.*		United Kingdom
Clear Channel Norge AS *		Norway
Clear Channel Outdoor Company Canada*		Canada
Clear Channel Outdoor Hungary Kft*		Hungary
Clear Channel Outdoor Limited *		United Kingdom
Clear Channel Outdoor Mexico SA de CV *		Mexico
Clear Channel Outdoor Mexico, Operaciones SA de CV *		Mexico
Clear Channel Outdoor Mexico, Servicios Administrativos, SA de CV *		Mexico
Clear Channel Outdoor Mexico, Servicios Corporativos, SA de CV *		Mexico
Clear Channel Outdoor Pty Ltd.*		Australia
Clear Channel Outdoor Spanish Holdings S.L.*		Spain
Clear Channel Overseas Ltd. *		United Kingdom
Clear Channel Pacific Pte Ltd. *		Singapore
Clear Channel Plakanda GmbH*		Switzerland
Clear Channel Poland Sp.Z.O.O. *		Poland
Clear Channel Sales AB *		Sweden
Clear Channel Sao Paulo Participacoes Ltda*		Brazil
Clear Channel Scotland Ltd.*		Scotland


Clear Channel Singapore Pte Ltd.*		Singapore
Clear Channel Solutions Ltd.*		United Kingdom
Clear Channel South Africa Invest. Pty Ltd.*		South Africa
Clear Channel South America S.A.C.*		Peru
Clear Channel Southwest Ltd.*		United Kingdom
Clear Channel Sverige AB *		Sweden
Clear Channel Tanitim Ve Lierisin AS *		Turkey
Clear Channel UK Ltd *		United Kingdom
Clear Media Limited*		Bermuda
Comurben SA*		Morocco
Dauphin Adshel SA *		France
Defi Belgique *		Belgium
Defi Czecia*		Czech Republic
Defi Deutschland GmbH*		Germany
Defi France SAS *		France
Defi Group Asia*		Hong Kong
Defi Group SAS *		France
Defi Italia SPA*		Italy
Defi Neolux *		Portugal
Defi Pologne SP Z.O.o*		Poland
Defi Reklam Kft *		Hungary
Defi Russie*		Russia
Defi Ukraine*		Ukraine
Dolis BV*		Netherlands
Eller Holding Company Cayman I*		Cayman Islands
Eller Holding Company Cayman II*		Cayman Islands
Eller Media Asesarris Y Comercializacion Publicataria*		Chile
Eller Media Servicios Publicitarios Ltd*		Chile
Epiclove Ltd.*		United Kingdom
Equipamientos Urbanos de Canarias SA*		Spain
Equipamientos Urbanos—Gallega de Publicidad Disseno AIE*		Spain
Expoplakat A/S.*		Estonia
Foxmark UK Ltd. *		United Kingdom
France Bus Publicite*		France
France Rail Publicite*		France
Giganto Holding Cayman*		Cayman Islands
Giganto Outdoor SA*		Chile
Grosvenor Advertising Ltd.*		United Kingdom
Hainan Whitehorse Advertising Media Investment Company Ltd.*		China
Hillenaar Outdoor Advertising BV*		Netherlands
Hillenaar Services BV*		Netherlands
Iberdefi (Espagne)*		Spain
Idea Piu SP Z.O.o*		Poland
Illuminated Awnings Systems Ltd.*		Ireland
Infotrak SA*		Switzerland
Interpubli Werbe*		Switzerland
Interspace Airport Advertising Australia *		Australia
Interspace Airport Advertising Costa Rica SA *		Costa Rica
Interspace Airport Advertising Curacao NV *		Netherlands Antilles
Interspace Airport Advertising Netherlands Antilles NV *		Netherlands Antilles
Interspace Airport Advertising West Indies *		West Indies
Interspace Airport Advertising New Zealand *		New Zealand
Klass Advertising SRL*		Romania
Klass Rooftop SRL*		Romania


Kms Advertising Ltd.*		United Kingdom
L ‘Efficience Publicitaire SA*		Belgium
L & C Outdoor Comunicacao Visual Ltda.*		Brazil
Landimat*		France
Mars Reklam Ve Producksiyon AS*		Turkey
Maurice Stam Ltd*		United Kingdom
Metrabus*		Belgium
MG Pubblicita SRL*		Italy
Ming Wai Holdings Ltd.*		British Virgin Islands
MOF Adshel Ltd.*		United Kingdom
More Communications Ltd.*		United Kingdom
More Media Ltd.*		United Kingdom
More O'Ferrall Ltd.*		United Kingdom
More O'Ferrall Ireland Ltd. *		Ireland
Morebus Ltd.*		United Kingdom
Multimark Ltd.*		United Kingdom
Nitelites (Ireland) Ltd.*		Ireland
Mobiliario Urbano de Nueva Leon SA de CV*		Mexico
Outdoor Advertising BV*		Netherlands
Outdoor International Holdings BV*		Netherlands
Outstanding Media I Norge AS*		Norway
Outstanding Media Stockholm AB*		Sweden
Overtop Services SRL*		Romania
Paneles Napsa. S.A. *		Peru
Parkin Advertising Ltd. *		United Kingdom
Plakanda Awi AG*		Switzerland
Plakanda GmbH *		Switzerland
Plakanda Management AG*		Switzerland
Plakanda Ofex AG*		Switzerland
Plakatron AG*		Switzerland
Postermobile Advertising Ltd.*		United Kingdom
Postermobile PLC.*		United Kingdom
Premium Holdings Ltd.*		United Kingdom
Premium Outdoor Ltd.*		United Kingdom
Procom Publicidade via Publica Ltda*		Chile
PTKC Rotterdam BV *		Netherlands
Pubbli A SPA*		Italy
Publicidade Klimes Sao Paulo Ltda*		Brazil
Racklight SA de CV*		Mexico
Radio Broadcasting Australia Pty Ltd.		Australia
Radio Computing Services (Africa) Pty Ltd.		South Africa
Radio Computing Services (NZ) Ltd.		New Zealand
Radio Computing Services (SEA) Pte Ltd.		Singapore
Radio Computing Services (Thailand) Ltd.		Thailand
Radio Computing Services (UK) Ltd.		United Kingdom
Radio Computing Services Canada Ltd.		Canada
Radio Computing Services (China) Company Ltd.		China
Radio Computing Services of Australia Pty Ltd.		Australia
Radio Computing Services (India) Pvt. Ltd.		India
RCS Europe SARL		France
Regentfile Ltd.*		United Kingdom
Rockbox Ltd.*		United Kingdom
SC Q Panel SRL*		Romania
Signways Ltd.*		United Kingdom


Simon Outdoor Ltd.*		Russia
Sirocco International S.A.*		France
Sites International Ltd.*		United Kingdom
Taxi Media Holdings Ltd.*		United Kingdom
Taxi Media Ltd.*		United Kingdom
Team Relay Ltd.*		United Kingdom
Tebus SRL*		Italy
The Canton Investment Co. Ltd.*		United Kingdom
The Kildoon Property Co. Ltd.*		United Kingdom
Torpix Ltd.*		United Kingdom
Town & City Posters Advertising. Ltd.*		United Kingdom
Tracemotion Ltd.*		United Kingdom
Trainer Advertising Ltd.*		United Kingdom
Urban Media SA*		Belgium
Upright SPRL*		Belgium
Equipamientos Urbanos Del Sur SL*		Spain
Vision Posters Ltd.*		United Kingdom
Werab Werbung Hugo Wrage GmbH & Co KG*		Germany
Williams Display Excellence AB *		Sweden
Pubblicita Zangari SRL*		Italy

*	Following the IPO, Clear Channel Communications owns 89% of these entities.

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the CC Media Holdings, Inc. Current Report on Form 8-K of our reports dated February 14, 2008 (except for Notes B, Q and R, as to which the date is May 22, 2008), with respect to the consolidated financial statements and schedule of Clear Channel Communications, Inc. and subsidiaries included in its Current Report on Form 8-K dated May 30, 2008 filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Antonio, Texas

July 28, 2008

Exhibit 99.2

Clear Channel Communications, Inc. Completes Merger with Private Investor Group

SAN ANTONIO, TX – July 30, 2008 — Clear Channel Communications, Inc. today announced the completion of a merger with an indirect wholly owned subsidiary of CC Media Holdings, Inc., a corporation formed by a private equity group co-led by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. The total transaction is valued at approximately $24 billion.

As a result of the merger, which was approved at a special shareholders meeting held on July 24, 2008, Clear Channel’s shareholders are entitled to receive either $36.00 in cash, without interest, or one share of CC Media Class A common stock for each share of Clear Channel common stock held. The private equity group has informed Clear Channel that CC Media will not issue any shares of additional equity consideration in exchange for shares of Clear Channel for which shareholders have elected to receive the cash consideration.

“Today is a great day for our loyal and patient shareholders and, importantly, puts our company in the financial and operational position to continue to lead beneficial change in both of our core businesses. We are deeply grateful to our loyal employees who have remained focused and generated terrific results through their hard work and dedication,” said Mark Mays, Chief Executive Officer of Clear Channel Communications, Inc.

Scott Sperling, Co-President of Thomas H. Lee Partners, L.P. said, “We are pleased to have closed the acquisition of Clear Channel in partnership with Bain Capital Partners, the Clear Channel management team and major public shareholders such as Highfields Capital Management and Abrams Capital. Clear Channel’s strong leadership position in the radio and outdoor advertising business provides advertisers with an unparalleled platform from which to cost effectively reach their target audiences locally and nationwide. We look forward to working with our management partners to continue building this great company.”

John Connaughton, a Managing Director at Bain Capital, added, “We are very happy to have completed the purchase of Clear Channel. We continue to be impressed with the company’s strong management team and its leadership position across its markets and media formats. We look forward to working with Thomas H. Lee Partners, Clear Channel management, and major public shareholders such as Highfields Capital Management and Abrams Capital to continue to strengthen Clear Channel’s competitive franchise and drive value over the long term.”

Clear Channel common stock will cease trading on the New York Stock Exchange at market close on July 30, 2008, and will no longer be listed.

Shareholders of Clear Channel will receive instructions and a letter of transmittal by mail from Mellon Investor Services, LLC, the paying agent, concerning how to deliver their shares for payment. Shareholders of record should not surrender their stock certificates without first completing a letter of transmittal. Shareholders who hold their shares in “street name” through a bank or broker should contact their bank or broker to determine what action they must take.

About Clear Channel Communications

Clear Channel Communications, Inc. is a global media and entertainment company specializing in mobile and on-demand entertainment and information services for local communities and premiere opportunities for advertisers. Based in San Antonio, Texas, the company’s businesses include radio and outdoor displays. More information is available at www.clearchannel.com .

About Bain Capital

Bain Capital (www.baincapital.com) is a global private investment firm that manages several pools of capital including private equity, high-yield assets, mezzanine capital and public equity with more than $82 billion in assets under management. Since its inception in 1984, Bain Capital has made private equity investments and add-on acquisitions in over 300 companies around the world, including investments in a broad range of companies such as Burger King, HCA, Warner Chilcott, Toys “R” Us, AMC Entertainment, Sensata Technologies, Burlington Coat Factory and ProSiebenSat1 Media. Headquartered in Boston, Bain Capital has offices in New York, London, Munich, Tokyo, Hong Kong and Shanghai.

About Thomas H. Lee Partners, L.P. (“THL”)

THL is one of the oldest and most successful private equity investment firms in the United States. Since its establishment in 1974, THL has been the preeminent growth buyout firm, raising approximately $22 billion of equity capital, investing in more than 100 businesses with an aggregate purchase price of more than $125 billion, completing over 200 add-on transactions and generating superior returns for its investors. THL focuses its high value-added strategy on growth businesses, partnering with the best managers in an industry to build great companies through strong organic growth and targeted add-on acquisitions. Notable transactions sponsored by THL include Aramark, Ceridian, Dunkin’ Brands, Experian, Fidelity National Information Services, Grupo ONO, HomeSide Lending, Houghton Mifflin, Michael Foods, The Nielsen Company, Nortek, ProSiebenSat.1, Simmons Bedding Company, Snapple, Univision, Warner Chilcott, Warner Music Group and West Corporation.

For Clear Channel Communications, Inc.,

Investors:

Randy Palmer, 210-822-2828

Senior Vice President of Investor Relations

Media:

Lisa Dollinger, 210-822-2828

Chief Communications Officer

Michele Clarke, 212-986-6667

Brainerd Communicators

Exhibit 99.3

CLEAR CHANNEL COMMUNICATIONS, INC.

June 23, 2008

To the Shareholders of Clear Channel Communications, Inc.:

You are cordially invited to attend the special meeting of shareholders of Clear Channel Communications, Inc., a Texas corporation, at the Watermark Hotel, 212 Crockett Street, San Antonio, Texas 78205 on July 24, 2008, at 4:00 p.m., local time.

At the special meeting you will be asked to approve and adopt a merger agreement which provides for the merger of Clear Channel with a subsidiary of CC Media Holdings, Inc., a corporation formed by private equity funds sponsored by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P.

If the merger agreement is approved and adopted by our shareholders, each share of Clear Channel’s common stock will be converted at the effective time of the merger into the right to receive either (1) $36.00 in cash, without interest, or (2) one share of Class A common stock of Holdings, subject to certain limitations. Except as described in the enclosed proxy statement/prospectus, you will have the right to elect the form of merger consideration you receive with respect to all or a portion of the stock and options you hold. However, the number of shares of Class A common stock that you receive as a result of your stock elections may be less than the number of shares you requested in the event that all stock elections collectively would require Holdings to issue more than 30% of the outstanding capital stock and voting power of Holdings immediately following the merger as a result of stock elections. In addition, you will not be allocated more than 11,111,112 shares of Holdings Class A common stock. In order to elect to receive the stock consideration you must submit a completed form of election and letter of transmittal, together with the share certificates or book-entry shares representing such shares, by 5:00 p.m., New York City time, on July 17, 2008, the fifth business day immediately preceding the date of the special meeting. In limited circumstances, the merger agreement provides that shareholders electing to receive cash consideration for some or all of 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 cash election, up 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. Any shares of Clear Channel common stock and options that are not converted into stock consideration due to failure to validly elect stock consideration, or the limitations described above, will be converted into the cash consideration except to the extent described herein. All shareholders and optionholders will also receive an additional cash payment if the merger is consummated after November 1, 2008.

Holdings Class A common stock issued in the merger will not be listed on any national securities exchange. Holdings has agreed, however, to file certain reports with the Securities and Exchange Commission for a period of two years following the closing of the merger.

After careful consideration, your board of directors by unanimous vote has determined that the merger is in the best interests of Clear Channel and its unaffiliated shareholders, approved the merger agreement and recommends that the shareholders of Clear Channel vote “For” the approval and adoption of the merger agreement. Your board of directors’ recommendation is limited to the cash consideration to be received by shareholders in the merger. Your board of directors makes no recommendation as to whether any shareholder should elect to receive the stock consideration and makes no recommendation regarding the Class A common stock of Holdings.

The accompanying proxy statement/prospectus provides you with detailed information about the proposed merger, the special meeting and Holdings. Please give this material your careful attention. You may also obtain more information about Clear Channel from documents it has filed with the Securities and Exchange Commission.

Your vote is very important regardless of the number of shares you own. The merger cannot be completed unless holders of two-thirds of the outstanding shares of Clear Channel entitled to vote at the special meeting vote for the approval and adoption of the merger agreement. Remember, failing to vote has the same effect as a vote against the approval and adoption of the merger agreement. We would like you to attend the special meeting; however, whether or not you plan to attend the special meeting, it is important that your shares be represented.

voting instruction card provided by your broker to see which voting options are available and the procedures to be followed. If you hold shares through a broker or other nominee, you should follow the procedures provided by your broker or nominee. Please complete and submit a validly executed proxy card for the special meeting, even if you have previously delivered a proxy. If you have any questions or need assistance in voting your shares, please call our proxy solicitor, Innisfree M&A Incorporated, toll free at (877) 456-3427.

Thank you for your continued support and we look forward to seeing you on July 24, 2008.

Sincerely,

LOGO

Mark P. Mays

Chief Executive Officer

For a discussion of certain risk factors that you should consider in evaluating the transactions described above and an investment in Holdings Class A common stock, see “Risk Factors” beginning on page 31 of the accompanying proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus, or determined the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The proxy statement/prospectus is dated June 23, 2008, and is first being mailed to shareholders on or about June 23, 2008.

CLEAR CHANNEL COMMUNICATIONS, INC.

200 EAST BASSE ROAD

SAN ANTONIO, TEXAS 78209

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 24, 2008

June 23, 2008

To the Shareholders of Clear Channel Communications, Inc.:

A special meeting of the shareholders of Clear Channel Communications, Inc., a Texas corporation, will be held at the Watermark Hotel, 212 Crockett Street, San Antonio, Texas 78205 on July 24, 2008, at 4:00 p.m., local time, for the following purposes:

1. To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of November 16, 2006, by and among Clear Channel, BT Triple Crown Merger Co., Inc. (“Merger Sub”), B Triple Crown Finco, LLC and T Triple Crown Finco, LLC (together with B Triple Crown Finco, LLC, the “Fincos”), as amended by Amendment No. 1 thereto, dated April 18, 2007, by and among Clear Channel, Merger Sub and the Fincos, as further amended by Amendment No. 2 thereto, dated May 17, 2007, by and among Clear Channel, Merger Sub, the Fincos and CC Media Holdings, Inc. (“Holdings”), and as further amended by Amendment No. 3 thereto, dated May 13, 2008, by and among Clear Channel, Merger Sub, Holdings and the Fincos (as amended, the “merger agreement”);

2. To consider and vote upon a proposal to adjourn or postpone the 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, as amended; and

3. To transact such other business that may properly come before the special meeting or any adjournment or postponement thereof.

In accordance with Clear Channel’s bylaws, Clear Channel’s board of directors has fixed 5:00 p.m. New York City time on June 19, 2008 as the record date for the purposes of determining shareholders entitled to notice of and to vote at the special meeting and at any adjournment or postponement thereof. All shareholders of record are cordially invited to attend the special meeting in person.

The approval and adoption of the merger agreement requires the affirmative vote of two-thirds of the outstanding shares of Clear Channel common stock entitled to vote on the approval and adoption of the merger agreement at the special meeting. Whether or not you plan to attend the special meeting, Clear Channel urges you to vote your shares by completing, signing, dating and returning the enclosed proxy card as promptly as possible prior to the special meeting to ensure that your shares will be represented at the special meeting if you are unable to attend. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be voted on all matters in accordance with the recommendation of the board of directors. If you fail to return a valid proxy card and do not vote in person at the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. Remember, failing to vote has the same effect as a vote against the approval and adoption of the merger agreement. Any shareholder attending the special meeting may vote in person, even if he or she has returned a proxy card; such vote by ballot will revoke any proxy previously submitted. However, if you hold your shares through a bank or broker or other custodian or nominee, you must provide a legal proxy issued from such custodian or nominee in order to vote your shares in person at the special meeting.

Please note that this proxy statement/prospectus amends and restates all proxy statements, prospectuses, and supplements thereto previously distributed by Clear Channel or Holdings with respect to the merger.

If you intend to vote by proxy, please complete, date, sign and return the enclosed proxy card. Please note that if you have previously submitted a proxy card in response to Clear Channel’s prior solicitations, that proxy card will not be valid at this meeting and will not be voted. If your shares are held in “street name,” you should check the voting instruction card provided by your broker to determine which voting options are available and the procedures to be followed. If you hold shares through a broker or other nominee, you should follow the procedures provided by your broker or nominee. Please complete and submit a validly executed proxy card for the special meeting, even if you have previously delivered a proxy. If you have any questions or need assistance in voting your shares, please call our proxy solicitor, Innisfree M&A Incorporated, toll free at (877) 456-3427.

If you plan to attend the special meeting, please note that space limitations make it necessary to limit attendance to shareholders and one guest. Each shareholder may be asked to present valid picture identification, such as a driver’s license or passport. Shareholders holding stock in brokerage accounts (“street name” holders) 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. The special meeting will begin promptly at 4:00 p.m., local time.

Shareholders who do not vote in favor of the approval and adoption of the merger agreement will have the right to seek appraisal of the fair value of their shares if the merger is completed, but only if they submit a written objection to the merger to Clear Channel before the vote is taken on the merger agreement and they comply with all requirements of Texas law, which are summarized in the accompanying proxy statement/prospectus. Clear Channel urges that you to read the entire proxy statement/prospectus carefully.

By Order of the Board of Directors

LOGO

Andrew W. Levin

Executive Vice President, Chief Legal Officer, and Secretary

San Antonio, Texas

TABLE OF CONTENTS


		Page
REFERENCES TO ADDITIONAL INFORMATION		1
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING		2
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION		11
SUMMARY		13
The Parties to the Merger		13
The Merger		14
Effects of the Merger		14
Determination of the Board of Directors		15
Determination of the Special Advisory Committee		15
Interests of Clear Channel’s Directors and Executive Officers in the Merger		16
Opinion of Clear Channel’s Financial Advisor		17
Financing		17
Regulatory Approvals		18
Material United States Federal Income Tax Consequences		19
Conditions to the Merger		20
Solicitation of Alternative Proposals		21
Termination		22
Termination Fees		23
Limited Guarantee of the Sponsors		25
Transaction Fees and Certain Affiliate Transactions		25
Settlement Agreement		26
Escrow Agreement		26
Clear Channel’s Stock Price		27
Shares Held by Directors and Executive Officers		28
Dissenters’ Rights of Appraisal		28
Stock Exchange Listing		28
Resale of Holdings Class A Common Stock		28
Holdings Stockholders Agreement		28
Description of Holdings’ Capital Stock		29
Comparison of Shareholder Rights		29
Management of Holdings		30
RISK FACTORS		31
Risks Relating to the Merger		31
Risks Relating to Ownership of Holdings Class A Common Stock		34
Risks Relating to Clear Channel’s Business		38
SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA		45
Clear Channel Summary Historical Consolidated Financial Data		45
Unaudited Pro Forma Condensed Consolidated Financial Data		47
CONTRACTUAL OBLIGATIONS; INDEBTEDNESS AND DIVIDEND POLICY FOLLOWING THE MERGER		58
Contractual Obligations		58
Indebtedness		59
Dividend Policy		60


		Page
DESCRIPTION OF BUSINESS OF HOLDINGS		60
MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CC MEDIA HOLDINGS, INC.		61
BOARD OF DIRECTORS AND MANAGEMENT OF HOLDINGS		61
Current Board of Directors and Executive Officers		61
Anticipated Board of Directors and Executive Officers		61
Biographies		62
Committees of the Board of Directors		64
Director Compensation		64
Compensation and Governance Committee Interlocks and Insider Participation		65
Independence of Directors		65
Compensation of our Named Executive Officers		65
Compensation Discussion and Analysis		65
Introduction		65
Overview and Objectives of Holdings’ Compensation Program		65
Compensation Practices		66
Elements of Compensation		67
Base Salary		67
Annual Incentive Bonus		67
Long-Term Incentive Compensation		68
Executive Benefits and Perquisites		68
Change-in-Control and Severance Arrangements		68
Tax and Accounting Treatment		68
Deductibility of Executive Compensation		68
Corporate Services Agreement		69
Employment Agreements with Named Executive Officers		69
Potential Post-Employment Payments		71
Holdings Equity Incentive Plan		75
THE PARTIES TO THE MERGER		75
CC Media Holdings, Inc.		75
Clear Channel Communications, Inc.		76
B Triple Crown Finco, LLC and T Triple Crown Finco, LLC		76
BT Triple Crown Merger Co., Inc.		76
THE SPECIAL MEETING OF SHAREHOLDERS		77
Time, Place and Purpose of the Special Meeting		77
Who Can Vote at the Special Meeting		77
Vote Required for Approval and Adoption of the Merger Agreement; Quorum		77
Voting By Proxy		77
Submitting Proxies Via the Internet or by Telephone		78
Adjournments or Postponements		78
THE MERGER		79
Background of the Merger		81
Reasons for the Merger		107
Determination of the Board of Directors		107


		Page
Determination of the Special Advisory Committee		111
The Amended Merger Agreement		112
Determination of the Board of Directors		112
Recommendation of the Clear Channel Board of Directors		114
Interests of Clear Channel’s Directors and Executive Officers in the Merger		114
Treatment of Clear Channel Stock Options		114
Treatment of Clear Channel Restricted Stock		115
Severance		116
Equity Rollover		117
New Equity Incentive Plan		118
New Employment Agreements		119
Board of Director Representations		120
Indemnification and Insurance		120
Voting Agreements		121
CERTAIN AFFILIATE TRANSACTIONS		123
FINANCING		124
Financing of the Merger		124
Equity Financing		125
Debt Financing		125
Senior Secured Credit Facilities		125
Overview		125
Interest Rate and Fees		126
Prepayments		127
Amortization of Term Loans		128
Collateral and Guarantees		128
Conditions and Termination		128
Certain Covenants and Events of Default		129
Receivables Based Credit Facility		130
Overview		130
Interest Rate and Fees		130
Prepayments		131
Collateral and Guarantees		131
Senior Notes due 2016		131
Guarantees and Ranking		131
Interest Rate and Payment		131
Optional Redemption		132
Special Redemption		132
Optional Redemption After Certain Equity Offerings		132
Change of Control		133
Asset Sale Proceeds		133
Certain Covenants		133
Conditions and Termination		133
Events of Default		133
Registration Rights		134

iii


		Page
OPINION OF CLEAR CHANNEL’S FINANCIAL ADVISOR		134
Present Value of Transaction Price Analysis		136
Analysis at Various Prices		136
Present Value of Future Stock Price Analysis		137
Discounted Cash Flow Analysis		138
Sum-of-the-Parts Analysis		139
Miscellaneous		139
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES		141
Material United States Federal Income Tax Consequences to U.S. Holders		142
ACCOUNTING TREATMENT OF TRANSACTION		145
REGULATORY APPROVALS		145
Hart-Scott-Rodino		145
FCC Regulations		145
Other		145
STOCK EXCHANGE LISTING		146
RESALE OF HOLDINGS CLASS A COMMON STOCK		146
MERGER RELATED LITIGATION		146
THE MERGER AGREEMENT		148
Effective Time		148
Effects of the Merger; Structure		148
Rollover by Shareholders		148
Treatment of Common Stock and Other Securities		149
Clear Channel Common Stock		149
Clear Channel Stock Options		150
Clear Channel Restricted Stock		150
Election Procedures		150
Proration Procedures		151
Additional Equity Consideration		152
Exchange and Payment Procedures; Shareholder Rules		153
Representations and Warranties		154
Conduct of Clear Channel’s Business Pending the Merger		157
FCC Matters		159
Shareholders’ Meeting		159
Appropriate Actions		159
Access to Information		160
Solicitation of Alternative Proposals		160
Indemnification; Directors’ and Officers’ Insurance		163
Employee Benefit Plans		163
Financing		163
Independent Directors		164
Transaction Fees		164
Conduct of the Fincos’ Business Pending the Merger		165
Registration		165
Conditions to the Merger		165


		Page
Termination		166
Termination Fees		167
Clear Channel Termination Fee		167
Merger Sub Termination Fee		169
Amendment and Waiver		169
Limited Guarantees		169
SETTLEMENT AND ESCROW AGREEMENTS		170
Settlement Agreement		170
Agreement to Fund		170
Escrow Funding		170
Termination of Actions and Release of Claims		170
Certain Enforcement Rights		171
No Admission		171
Escrow Agreement		171
Escrow Deposits		171
Disbursements		172
Shares Subject to the Stock Election		172
At the Closing of the Merger		172
Termination of Merger Agreement		174
Termination when there is a Company Breach or Buyer Breach		174
Termination due to Failure to Obtain Shareholder Approval or when there is not a Company Breach or Buyer Breach		175
MARKET PRICES OF CLEAR CHANNEL COMMON STOCK AND DIVIDEND DATA		175
DELISTING AND DEREGISTRATION OF CLEAR CHANNEL COMMON STOCK		176
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		177
HOLDINGS’ STOCK OWNERSHIP AFTER THE MERGER		179
STOCKHOLDERS AGREEMENT		179
Parties		179
Voting Agreements		179
Transfer Restrictions		180
Drag-Along Rights		180
“Tag-Along” and Other Sale Rights		180
Effect of Termination of Employment		180
Participation Rights in Future Issuances		181
Registration Rights		181
Withdrawal		182
DESCRIPTION OF HOLDINGS’ CAPITAL STOCK		182
Capitalization		182
Voting Rights and Powers		182
Dividends		183
Distribution of Assets Upon Liquidation		183
Split, Subdivision or Combination		183
Conversion		183
Certain Voting Rights		184


		Page
Change in Number of Shares Authorized		184
Restrictions on Stock Ownership or Transfer		184
Requests for Information		184
Denial of Rights, Refusal to Transfer		184
COMPARISON OF SHAREHOLDER RIGHTS		185
Merger		186
Voting on Sale of Assets		187
Antitakeover Provisions		187
Amendment of Certificate of Incorporation		188
Amendment of Bylaws		188
Appraisal Rights		188
Special Meetings		189
Actions Without a Meeting		189
Nomination of Director Candidates by Shareholders		189
Number of Directors		189
Election of Directors		190
Vacancies		190
Limitation of Liability of Directors		190
Indemnification of Officers and Directors		191
Removal of Directors		192
Dividends and Repurchases of Shares		192
Preemptive Rights		193
Inspection of Books and Records		193
DISSENTERS’ RIGHTS OF APPRAISAL		193
LEGAL MATTERS		196
EXPERTS		196
OTHER MATTERS		196
Other Business at the Special Meeting		196
Multiple Shareholders Sharing One Address		196
WHERE YOU CAN FIND ADDITIONAL INFORMATION		196
INDEX TO ANNEXES
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 — Amendment No. 3		D-1
Annex E — Highfields Amended and Restated Voting Agreement		E-1
Annex F — 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

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Clear Channel Communications, Inc. from other documents that are not included in, or delivered with, this proxy statement/prospectus. You can obtain documents related to Clear Channel Communications, Inc. that are incorporated by reference in this proxy statement/prospectus, without charge, by requesting them in writing or by telephone from either:


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		(877) 456-3427

For information on where to obtain copies of such documents on the internet, see “Where You Can Find Additional Information” elsewhere in this proxy statement/prospectus. Please note that copies of the documents provided to you will not include exhibits to the filings, unless those exhibits have specifically been incorporated by reference in this proxy statement/prospectus.

In order to ensure timely delivery of requested documents, any request should be made no later than July 17, 2008, which is five business days prior to the special meeting.

For information on submitting your proxy, please refer to the instructions on the enclosed proxy card.

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers address briefly some questions you may have regarding the proposed merger and the special meeting. These questions and answers may not address all questions that may be important to you as a shareholder of Clear Channel Communications, Inc. To fully understand the proposed merger, please refer to the more detailed information contained elsewhere in this proxy statement/prospectus, the annexes to this proxy statement/prospectus and the documents referred to or incorporated by reference in this proxy statement/prospectus.

Unless otherwise stated or the context otherwise requires, all references in this proxy statement/prospectus to “Holdings,” “we,” “our,” “ours,” and “us” refer to CC Media Holdings, Inc., references to “Merger Sub” refer to BT Triple Crown Merger Co., Inc., references to “Clear Channel” refer to Clear Channel Communications, Inc. and its subsidiaries and references to the “Fincos” refer to B Triple Crown Finco, LLC and T Triple Crown Finco, LLC. In addition, unless otherwise stated or the context otherwise requires, all references in this proxy statement/prospectus to the “original merger agreement” refer to the Agreement and Plan of Merger, dated as of November 16, 2006, by and among Clear Channel, Merger Sub and the Fincos, prior to amendment, all references to the “prior merger agreement” refer to the original merger agreement as amended by Amendment No. 1, dated April 18, 2007, among Clear Channel, Merger Sub and the Fincos (which we refer to as “Amendment No. 1” or the “first amendment”), and as amended by Amendment No. 2, dated May 17, 2007, among Clear Channel, Merger Sub, the Fincos and Holdings (which we refer to as “Amendment No. 2” or as the “second amendment”), all references in this proxy statement/prospectus to the “merger agreement” refer to the prior merger agreement as amended by Amendment No. 3, dated May 13, 2008, among Clear Channel, Merger Sub, the Fincos and Holdings (which we refer to as “Amendment No. 3” or the “third amendment”), and all references to the “merger” refer to the merger contemplated by the merger agreement. Copies of the original merger agreement, Amendment No. 1, Amendment No. 2, and Amendment No. 3 are attached to this proxy statement/prospectus as Annex A, Annex B, Annex C, and Annex D, respectively.

QUESTIONS AND ANSWERS ABOUT THE MERGER

Q:	What is the proposed transaction?

The proposed transaction is the merger of Clear Channel with Merger Sub, a company formed by private equity funds sponsored by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. In the merger, Merger Sub will merge with and into Clear Channel and Clear Channel will be the surviving corporation and will become an indirect wholly-owned subsidiary of Holdings. Depending upon the number of shares of Class A common stock of Holdings which shareholders and optionholders elect to receive in the merger as part of the Merger Consideration (as defined below) and assuming that no Additional Equity Consideration (as defined below) is issued, 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.

Q:	What will I receive for my shares of Clear Channel common stock in the merger?

A:	You may elect one of the following options for each share of Clear Channel common stock you hold on the record date:

Option 1 (which we refer to as a “Cash Election”): $36.00 per share cash consideration, without interest (which we refer to as the “Cash Consideration”); or

Option 2 (which we refer to as a “Stock Election”): one share of Class A common stock of Holdings (which we refer to as the “Stock Consideration”).

You may make a Cash Election or Stock Election (on a share-by-share basis) for each share of Clear Channel common stock you own as of the record date (including shares issuable on conversion of outstanding options), subject to the 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 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 Class A common stock see “Risk Factors” beginning on page 31 of this proxy statement/prospectus.

Other than with respect to 580,361 shares of Clear Channel common stock held by L. Lowry Mays and LLM Partners, Ltd. which will be held in escrow pursuant to the terms of an escrow agreement described in more detail below and exchanged for Class A common stock of Holdings, shares and options held by directors or employees of Clear Channel who have separately agreed to convert such shares or options into equity securities of Holdings in the merger will not affect the number of shares of Holdings Class A common stock available for issuance as stock consideration.

In limited circumstances described in more detail below, shareholders electing to receive cash consideration for some or all of 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 Cash Election, up 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.

The Board earlier approved a transaction involving the same parties at a higher price and commenced proceedings in Texas State court against the banks financing the earlier transaction. Why did the board decide to accept the revised offer from the private equity group and not continue the proceedings in court?

Under the terms of the prior merger agreement, 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 prior merger agreement or the equity or debt financing agreements. Clear Channel’s rights under the prior merger agreement were limited to a right to receive a $500 million termination fee in the event Clear Channel terminated the prior merger agreement for failure of Holdings and the Fincos to close when they were obligated to close under the prior merger agreement. Clear Channel was separately seeking damages against the Banks pursuant to the 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 merger transaction contemplated by the prior merger agreement, 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 more certain than the closing under the prior merger agreement?

The merger agreement has a number of contractual features that make it more certain than the prior merger agreement:

•

the parties have entered into a Settlement Agreement (as defined below) whereby they have each agreed to perform their respective obligations under the 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 a court order in the New York Action directing the parties to perform their obligations under the Settlement Agreement,

•

the required debt financing is provided through fully negotiated and executed financing agreements (as opposed to debt commitment letters), thus avoiding the potential for a new dispute of the same type that resulted in the failure of the closing of the prior transaction,

•

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?

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 prior 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 requires the approval of two thirds of the outstanding shares of Clear Channel common stock entitled to vote thereon at the special meeting.

Q:	What will I receive for my options to purchase Clear Channel common stock in the merger?

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 issuance and any required tax withholding. If a holder of options does not make a valid Stock Election, then each such outstanding option which remains outstanding and unexercised as of the 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 (x) the excess, if any, of the Cash Consideration over the exercise price per share of such option and (y) the number of shares of Clear Channel common stock issuable upon the exercise of such Clear Channel stock option.

Q:	How will restricted shares of Clear Channel common stock be treated in the merger?

In general, each restricted share of Clear Channel common stock that is outstanding as of the time of the merger, whether vested or unvested (except as otherwise agreed by the Fincos, Holdings, Clear Channel and a holder of Clear Channel restricted stock), will automatically become fully vested and will be treated the same

as all other shares of Clear Channel common stock outstanding at the time of the merger. 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 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 contemplated by the prior merger agreement? 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 on or 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 (including 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 149 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 closes after November 1, 2008. The total amount of Cash Consideration, Stock Consideration, Additional Equity Consideration (if any) and Additional Per Share Consideration (if any) paid in the merger is referred to in this proxy statement/prospectus as the “Merger Consideration.”

Q:	If I make a Stock Election, will I be issued fractional shares of Class A common stock of Holdings in the merger?

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 purchase Clear Channel stock that may be exchanged for Class A common stock of Holdings by each Clear Channel shareholder or optionholder?

Yes. No holder of Clear Channel common shares 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 the issuance of any 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 July 17, 2008, the fifth business day immediately preceding the date of the special meeting, to have the Individual Cap apply with respect to all Clear Channel 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 an aggregate limit on the number of shares of Clear Channel common stock and options to purchase Clear Channel common stock that may be exchanged for Class A common stock of Holdings in the merger?

Yes. The merger agreement provides that no more than 30% of the total shares of capital stock of Holdings are issuable in exchange for shares of Clear Channel common stock (including shares issuable upon conversion of outstanding options) pursuant to the Stock Elections. The issuance of any Additional Equity Consideration may result in the issuance of more than 30% of the total shares of capital stock of Holdings in exchange for shares of Clear Channel common stock (including shares issuable upon conversion of outstanding options).

Q:	What happens if Clear Channel shareholders or optionholders elect to exchange more than 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?

If Clear Channel shareholders and optionholders make Stock Elections covering more than 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 shares of common stock (including shares issuable upon conversion of outstanding options) for which such holder has made a Stock Election compared to the total number of shares of common stock (including shares issuable upon conversion of outstanding options) for which all holders have made Stock Elections. The proration procedures are designed to ensure that no more than 30% of the total capital stock of Holdings is allocated to shareholders and/or optionholders of Clear Channel pursuant to the Stock Elections. Any shares that will not be converted into Stock Consideration as a result of cutback or proration will be converted into Cash Consideration, subject to the issuance of Additional Equity Consideration, if applicable.

Q:	In what circumstance might I be issued Class A common stock of Holdings despite the fact that I elected to receive cash in exchange for my shares of Clear Channel stock in the merger?

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 Cash Consideration if the total funds that Holdings determines it needs to fund the merger, merger-related expenses, and Clear Channel’s cash requirements (such funds 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:

•

$1.00, or

•

a fraction equal to:

•

the positive difference between:

•

the Uses of Funds, and

•

the Sources of Funds, divided by,

•

the total number of Public Shares that will receive the Cash Consideration.

Clear Channel common stock for which they made a Cash Election. 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 exchanged for shares of Holdings’ Class A common stock, although Holdings retains the right to do so.

Q:	Will the shares of Class A common stock of Holdings be listed on a national securities exchange?

No. Shares of Holdings Class A common stock will not be listed on 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 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:	What if I previously elected to receive the Stock Consideration prior to the special meeting of shareholders held on September 25, 2007?

All of the stock elections made in connection with the special shareholders meeting held on September 25, 2007 have been cancelled and the stock certificates and letters of transmittal evidencing the 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 common stock, you are required to make a new election in connection with all shares of Clear Channel common stock held by you.

Q:	How and when do I make a Stock Election or Cash Election?

A form of election and a letter of transmittal will be mailed with this proxy statement/prospectus to all shareholders as of the record date. Additional copies of the form of election and the letter of transmittal may be obtained from 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 in the letter of transmittal, which will include information regarding how to return the form of 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 July 17, 2008, the fifth business day immediately preceding the date of the special meeting.

Q:	Can I revoke my form of election after I have submitted it to the paying agent?

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 July 17, 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, 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 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 July 17, 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 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 of your shares of Clear Channel 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.

Q:	What happens if I transfer my shares of Clear Channel common stock before the special meeting?

The record date of the special meeting is earlier than the meeting date and earlier than the expected closing of the merger. If you transfer your shares of common stock after the record date, you will retain your right to vote the shares at the special meeting, but will have transferred your right to receive the Merger Consideration.

Q:	May I submit a form of election even if I do not vote to approve and adopt the merger agreement?

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 July 17, 2008, the fifth business day immediately preceding the date of the special meeting, together with a letter of transmittal and the certificates or book-entry shares representing the shares of Clear Channel common stock for which you make a Stock Election.

Q:	Am I entitled to exercise appraisal rights instead of receiving the Merger Consideration for my shares?

A:	Yes. 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 under the caption “Dissenters’ Rights of Appraisal” beginning on page 193 of this proxy statement/prospectus.

Q:	When do you expect the merger to be completed?

We anticipate that the merger will be completed by September 30, 2008, assuming satisfaction or waiver of all of the conditions to the merger. However, because the merger is subject to certain conditions the exact timing and likelihood of the completion of the merger cannot be predicted. Except in limited circumstances or unless amended after the date hereof, the merger agreement is subject to termination by either party after December 31, 2008 if the merger has not been consummated by that date.

Q:	What happens if the merger is not consummated?

If the approved merger is not completed for any reason, shareholders and optionholders will not receive any payment for their shares and/or options in connection with the merger. 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 together with the 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 pay the Fincos certain agreed-upon amounts up to $150 million in respect of expenses as described in this proxy statement/prospectus under the caption “The Merger Agreement — Termination Fees.”

Q:	Will I continue to receive quarterly dividends?

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 157 and “Description of Holdings’ Capital Stock — Dividends” beginning on page 183 of this proxy statement/prospectus for a discussion of the dividend policy following the close of the merger.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

Q:	Where and when is the special meeting?

A:	The special meeting will be held at the Watermark Hotel, 212 Crockett Street, San Antonio, Texas 78205 on July 24, 2008, at 4:00 p.m., local time.

Q:	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 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?

All holders of Clear Channel common stock as of the record date are entitled to vote at the special meeting, or any adjournments or postponements thereof. As of the record date there were 498,146,823 shares of Clear Channel common stock outstanding and entitled to vote, held by approximately 3,058 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:	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 on the record date is necessary to constitute a quorum at the special meeting.

Q:	What vote of Clear Channel’s shareholders is required to approve and adopt the merger agreement?

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 is required to approve the proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies?

The proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies requires the affirmative vote of shareholders 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, Clear Channel and the Sponsors have agreed that if on July 24, 2008, the date of the special meeting, shareholders holding at least two-thirds of the outstanding shares of Clear Channel common stock have not voted in favor of the merger, then if Clear Channel postpones the special meeting, it will set a new meeting date of August 18, 2008 and if Clear Channel adjourns the special meeting, it will reconvene the special meeting on August 22, 2008, in each case unless the Sponsors agree to an earlier date. 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 vote “AGAINST” the adjournment/postponement proposal. Broker non-votes are also counted for quorum purposes, but will not count as shares present and entitled to vote 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?

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 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 3:30 p.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?

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.

Q:	If my shares are held in “street name” by my broker, will my broker vote my shares for me?

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 approval and adoption of the merger agreement.

Q:	What do I need to do now?

We urge you to read this proxy statement/prospectus carefully, including its annexes and the information incorporated by reference, and to consider how the merger affects you. If you are a shareholder as of the record date, then you can ensure that your shares are voted at the special meeting by completing, signing, dating and returning each proxy card in the postage-paid envelope provided, or if you hold your shares through a broker or bank, by submitting your proxy by telephone or the Internet prior to the special meeting.

Q:	If I have previously submitted a proxy, is it still valid?

No. If you have previously submitted a proxy card in response to Clear Channel’s prior solicitations, these proxy cards will not be valid at this meeting and will not be voted. If your shares are held in “street name,” you should check the voting instruction card provided by your broker to see which voting options are available and the procedures to be followed. If you hold shares through a broker or other nominee, you should follow the procedures provided by your broker or nominee. Please complete and submit a validly executed proxy card for the special meeting, even if you have previously delivered a proxy. If you have any questions or need assistance in voting your shares, please call our proxy solicitor, Innisfree M&A Incorporated, toll free at (877) 456-3427.

Q:	How do I revoke or change my vote?

You can change your vote at any time before your proxy is voted at the special meeting. You may revoke your proxy by notifying Clear Channel in writing or by submitting a later-dated new proxy by mail to Clear Channel c/o Innisfree M&A Incorporated at 501 Madison Avenue, 20th Floor, New York, NY 10022. In addition, your proxy may be revoked by attending the special meeting and voting in person. However, simply attending the special meeting will not revoke your proxy. If you hold your shares in “street name” and have instructed a broker to vote your shares, the above-described options for changing your vote do not apply, and instead you must follow the instructions received from your broker to change your vote.

Q:	What does it mean if I get more than one proxy card or vote instruction card?

If your shares are registered differently and are in more than one account, you will receive more than one card. Please sign, date and return all of the proxy cards you receive (or if you hold your shares of Clear Channel common stock through a broker or bank by telephone or the Internet prior to the special meeting) to ensure that all of your shares are voted.

Q:	What if I return my proxy card without specifying my voting choices?

A:	If your proxy card is signed and returned without specifying choices, the shares will be voted as recommended by the Board.

Q:	Who will bear the cost of this solicitation?

The expenses of preparing, printing and mailing this proxy statement/prospectus and the proxies solicited hereby will be borne by Clear Channel. Additional solicitation may be made by telephone, facsimile or other contact by certain directors, officers, employees or agents of Clear Channel, none of whom will receive additional compensation therefor. Clear Channel will, upon request, reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses for forwarding material to the beneficial owners of shares held of record by others. The Fincos, directly or through one or more affiliates or representatives, may at their own cost, also, make additional solicitation by mail, telephone, facsimile or other contact in connection with the merger.

Q:	Will a proxy solicitor be used?

Yes. Clear Channel has engaged Innisfree to assist in the solicitation of proxies for the special meeting and Clear Channel estimates that it will pay Innisfree a fee of approximately $50,000. Clear Channel has also agreed to reimburse Innisfree for reasonable administrative and out-of-pocket expenses incurred in connection with the proxy solicitation and indemnify Innisfree against certain losses, costs and expenses. The Sponsors may hire an independent proxy solicitor and will pay such solicitor the customary fees for the proxy solicitation services rendered.

QUESTIONS

If you have additional questions about the merger or other matters discussed in this proxy statement/prospectus after reading this proxy statement/prospectus, please contact Clear Channel’s proxy solicitor, Innisfree, at:

Innisfree M&A Incorporated

501 Madison Avenue

20th Floor

New York, NY 10022

Shareholders Call Toll-Free: (877) 456-3427

Banks and Brokers Call Collect: (212) 750-5833

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This proxy statement/prospectus, and the documents to which we refer you to in this proxy statement/prospectus, contain “forward-looking” statements based on estimates and assumptions. Forward-looking

statements include information concerning possible or assumed future results of operations of Holdings and Clear Channel, the expected completion and timing of the merger and other information relating to the merger. There are “forward-looking” statements throughout this proxy statement/prospectus, including, among others, under the headings “Questions and Answers About the Merger and the Special Meeting,” “Summary,” “The Merger,” “Opinion of Clear Channel’s Financial Advisor,” “Regulatory Approvals,” and “Merger Related Litigation,” and in statements containing the words “believes,” “estimates,” “expects,” “anticipates,” “intends,” “contemplates,” “may,” “will,” “could,” “should,” or “would” or other similar expressions.

You should be aware that forward-looking statements involve known and unknown risks and uncertainties. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that the actual results or developments we anticipate will be realized, or even if realized, that they will have the expected effects on the business or operations of Holdings and Clear Channel. These forward-looking statements speak only as of the date on which the statements were made and we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements included in this proxy statement/prospectus or elsewhere.

In addition to other factors and matters contained or incorporated in this document, the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

•

the financial performance of Clear Channel through the completion of the merger;

•

the satisfaction of the closing conditions set forth in the merger agreement;

•

the possibility that the parties will be unable to obtain the approval of Clear Channel’s shareholders;

•

the possibility that the merger may involve unexpected costs;

•

the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including a termination under circumstances that could require Clear Channel to pay a termination fee in the amount of $200 million or $500 million or pay up to $150 million of the Fincos’ expenses;

•

the outcome of any legal proceedings instituted against Holdings, Clear Channel and others in connection with the proposed merger;

•

the impact of planned divestitures;

•

the failure of the merger to close for any reason;

•

the effect of the announcement of the merger on Clear Channel’s customer relationships, operating results and business generally;

•

business uncertainty and contractual restrictions that may exist during the pendency of the merger;

•

changes in interest rates;

•

any significant delay in the expected completion of the merger;

•

the amount of the costs, fees, expenses and charges related to the merger;

•

diversion of management’s attention from ongoing business concerns;

•

the need to allocate significant amounts of Clear Channel’s cash flow to make payments on Clear Channel’s indebtedness, which in turn could reduce Clear Channel’s financial flexibility and ability to fund other activities;

and other risks set forth in Clear Channel’s current filings with the SEC, including Clear Channel’s most recent filings on Forms 10-Q and 10-K. See “Where You Can Find Additional Information” on page 196 of this proxy statement/prospectus. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

SUMMARY

This summary highlights selected information from the proxy statement/prospectus and may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement/prospectus, its annexes and the documents referred to or incorporated by reference in this proxy statement/prospectus. You may obtain the information incorporated by reference in this proxy statement/prospectus without charge by following the instructions under “Where You Can Find Additional Information” beginning on page 196 of this proxy statement/prospectus.

We encourage you to read the merger agreement, including Amendment No. 1, Amendment No. 2 and Amendment No. 3, carefully and in their entirety, because they are the legal documents that govern the parties’ agreement pursuant to which Clear Channel will be acquired by Holdings through a merger of Merger Sub with and into Clear Channel. The description in this section and elsewhere in this proxy statement/prospectus is qualified in its entirety by the merger agreement and does not purport to contain all of the information about the merger agreement that may be important to you. Each item in this summary includes a page reference directing you to a more complete description of that item.


The Parties to the Merger (See “The Parties to the Merger” on page 75)		Holdings is a newly formed Delaware corporation and was organized by private equity funds sponsored by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement. Holdings has not engaged in any business except activities incidental to its organization and in connection with the transactions contemplated by the merger agreement. As of the date of this proxy statement/prospectus, Holdings does not have any assets or liabilities other than as contemplated by the merger agreement, including contractual commitments it has made in connection therewith.

		Clear Channel, incorporated in 1974, is a diversified media company with three reportable business segments: radio broadcasting, Americas outdoor advertising (consisting of operations in the United States, Canada and Latin America) and international outdoor advertising. Clear Channel owns 1,005 radio stations and a leading national radio network operating in the United States. In addition, Clear Channel has equity interests in various international radio broadcasting companies. Clear Channel also owns or operates approximately 209,000 national and approximately 687,000 international outdoor advertising display faces. Additionally, Clear Channel owns a full-service media representation firm that sells national spot advertising time for clients in the radio and television industries throughout the United States. Clear Channel is headquartered in San Antonio, Texas, with radio stations in major cities throughout the United States.

		Each Finco is a newly formed Delaware limited liability company. B Triple Crown Finco, LLC was formed by a private equity fund sponsored by Bain Capital Partners, LLC and T Triple Crown Finco, LLC was formed by a private equity fund sponsored by Thomas H. Lee Partners, L.P., in each case, solely for the purpose of entering into the merger agreement and effecting the merger and the transactions related to the merger.

		Merger Sub is a newly formed Delaware corporation and a wholly-owned subsidiary of Holdings. Merger Sub was organized solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement. Merger Sub


		has not engaged in any business except activities incidental to its organization and in connection with the transactions contemplated by the merger agreement. As of the date of this proxy statement/prospectus, Merger Sub does not have any assets or liabilities other than as contemplated by the merger agreement, including contractual commitments it has made in connection therewith.

The Merger (See “The Merger Agreement” on page 148)		The merger agreement provides that Merger Sub will be merged with and into Clear Channel. Each outstanding share of the common stock, par value $0.10 per share, of Clear Channel will be converted into the right to receive either (1) the Cash Consideration, including, if applicable, any Additional Equity Consideration, or (2) the Stock Consideration, subject to adjustment if the election to receive the Stock Consideration is oversubscribed and cutback if a holder would otherwise receive more than 11,111,112 shares of Holdings Class A common stock. The shares of common stock of Clear Channel which may be converted into the right to receive the Stock Consideration or the Cash Consideration, which we refer to as the “Public Shares,” include restricted shares, but exclude shares held in the treasury of Clear Channel or owned by Merger Sub or Holdings immediately prior to the effective time of the merger, shares held by shareholders who do not vote in favor of the approval and adoption of the merger agreement and who properly demand and perfect appraisal rights in accordance with Texas law, if any, and equity securities which are subject to agreements between certain directors or employees of Clear Channel and the Fincos pursuant to which such shares and options are to be converted into equity securities of Holdings in the merger.

		In addition, each holder of options to purchase Clear Channel common stock as of the record date shall have the right to make an election to convert all or any portion of such options into such number of shares of Clear Channel common stock, which we refer to as the “Net Electing Option Shares,” which would be issuable if such 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 and any required tax withholding. Each holder of Net Electing Option Shares will have the right to make a Stock Election for such Net Electing Option Shares (subject to the limitations described below).

		In addition, if the merger becomes effective after November 1, 2008, each holder of a Public Share and/or a Net Electing Option Share at the effective time of the merger (whether converted into the right to receive the Stock Consideration or the Cash Consideration) will also have the right to receive an amount in cash equal to the Additional Per Share Consideration.

Effects of the Merger (See “The Merger Agreement — Effects of the Merger; Structure” on page 148)		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 existence 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 (including, if applicable, any Additional Equity Consideration) or Stock Consideration, in accordance with your election, and subject to any applicable pro rata


		adjustments or cutbacks, unless you have properly exercised your appraisal rights in accordance with Texas law. 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, or 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 completion of the merger, Clear Channel’s common stock will be delisted from the NYSE and will no longer be publicly traded and all Clear Channel stock options will cease to be outstanding. In addition, following completion 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 (“SEC”). Holdings has agreed to register the Class A common stock under the Exchange Act and to file periodic reports for at least two years following the merger.

Determination of the Board of Directors (See “The Merger — Reasons for the Merger — Determination of the Board of Directors” on page 107)		Board of Directors. Clear Channel’s board of directors by unanimous vote, recommends that you vote “FOR” the approval and adoption of the merger agreement. The board of directors (i) determined that the merger is in the best interests of Clear Channel and its unaffiliated shareholders, (ii) approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement, (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 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 the 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.

Determination of the Special Advisory Committee (See “The Merger — Reasons for the Merger — Determination of the Special Advisory Committee” on page 111)		Special Advisory Committee. The special advisory committee was a committee formed by the disinterested members of Clear Channel’s board of directors comprised of three disinterested and independent members of Clear Channel’s board of directors. 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 its legal and financial advisors, as to the fairness of the terms of the original merger agreement, and (ii) following execution of the original merger agreement, in the event Clear Channel received a proposal from a third party seeking to acquire or purchase Clear Channel, which proposal satisfies certain conditions described on pages 160 through 163 of this proxy statement/prospectus, which we refer to as a “Competing Proposal,” providing its assessment, after receiving advice of its legal and financial advisors, 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 merger agreement were not directed by the special advisory committee but rather were directed by the disinterested members of the board of directors as a group. The special advisory committee engaged its own legal and financial advisors in connection with its assessment of the fairness of the terms of the original merger agreement. 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. The special advisory committee was not requested by the disinterested members of the board of directors to separately assess Amendment No. 1 or Amendment No. 2, as neither constituted a Competing Proposal. The special advisory committee was dissolved prior to Amendment No. 3. The special advisory committee did not make any determination as to the fairness of the terms of the merger agreement, the Stock Consideration or the Cash Consideration.

Interests of Clear Channel’s Directors and Executive Officers in the Merger (See “The Merger — Interests of Clear Channel’s Directors and Executive Officers in the Merger” on page 114)		In considering the recommendation of the 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 holders of Clear Channel common stock generally. These interests include the treatment of shares (including restricted shares) and options held by the directors and officers, as well as indemnification and insurance arrangements with officers and directors, change-in-control severance benefits that may become payable to certain officers, employment agreements and an equity ownership in Holdings if the merger is consummated. As of June 19, 2008, directors and executive officers held unvested options with an aggregate value of $3,957,969 and restricted stock with an aggregate value of $22,681,332 (in each case, based on the Cash Consideration) each of which would fully vest in connection with the merger. In addition, Herbert W. Hill, Jr. and Andrew W. Levin could receive aggregate estimated potential cash severance benefits of $1,263,877 in the event that such executive officers are terminated without “cause” or resign for “good reason” between November 16, 2006 and the date which is one year following the effective time of the merger. These interests also include the terms of a letter agreement entered into by the Fincos and Messrs. L. Lowry Mays, Mark P. Mays, Randall T. Mays in connection with the merger agreement (as supplemented in connection with Amendment No. 2 and Amendment No. 3), which provides for, among other things, the conversion of equity securities of Clear Channel held by each of Messrs. L. Lowry Mays, Mark P. Mays and Randall T. Mays into equity securities of Holdings, the terms of a new equity incentive plan for Clear Channel’s employees and new employment agreements for each of Messrs. L. Lowry Mays, Mark P. Mays and Randall T. Mays, which will be effective upon consummation of the merger. These interests, to the extent material, are described below under “The Merger — Interests of Clear Channel’s Directors and Executive Officers in the Merger.” The board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the merger.


Opinion of Clear Channel’s Financial Advisor (See “Opinion of Clear Channel’s Financial Advisor” on page 134)		Goldman, Sachs & Co., which we refer to as “Goldman Sachs,” delivered its oral opinion to the Clear Channel board of directors, which was subsequently confirmed in its written opinion dated May 13, 2008, that, as of such 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.

		The full text of the written opinion of Goldman Sachs, dated May 13, 2008, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex G to this proxy statement/prospectus. We encourage you to read the Goldman Sachs opinion carefully in its entirety. Goldman Sachs provided its opinion for the information and assistance of the Clear Channel board of directors in connection with its consideration of the merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of shares of Clear Channel common stock should vote or make any election with respect to the merger. Pursuant to an engagement letter between Clear Channel and Goldman Sachs, Clear Channel has agreed to pay Goldman Sachs a transaction fee of approximately $31 million, of which $15 million was paid upon the signing of the original merger agreement in November 2006 and approximately $16 million of which is payable upon consummation of the merger. See “Opinion of Clear Channel’s Financial Advisor” beginning on page 134. The board of directors was aware that a significant portion of the transaction fee was payable upon consummation of the merger and considered it, among other matters, in approving the merger agreement and the merger.

Financing (See “Financing” on page 124)		Equity Financing. Pursuant to replacement equity commitment letters signed in connection with Amendment No. 3, Bain Capital Fund IX, L.P. and Thomas H. Lee Equity Fund VI, L.P., which we refer to as the “Sponsors”, have severally agreed to purchase (either directly or indirectly through one or more intermediate entities) up to an aggregate of $2.4 billion of equity securities of Holdings and to cause all or a portion of such cash to be contributed to Merger Sub as needed for the merger and related transactions (including payment of cash merger consideration to Clear Channel shareholders, repayment of certain Clear Channel debt, and payment of certain transaction fees and expenses), which we refer to as “Equity Financing.” Each of the equity commitments may be satisfied by compliance with the provisions of the Escrow Agreement and was reduced by half of the amount of any or all amounts actually contributed into escrow in accordance with the Escrow Agreement, by or on behalf of Merger Sub, Holdings or certain of their affiliates. The equity commitment letters entered into in connection with Amendment No. 3 superseded the equity commitment letters previously delivered by the Sponsors.

		Debt Financing. In connection with Amendment No. 3 and the Settlement Agreement, on May 13, 2008, Merger Sub entered into definitive agreements providing for $19.1 billion in aggregate debt financing (the “Debt Financing”). The Debt Financing consists of


		(i) senior secured credit facilities in an aggregate principal amount of approximately $15.8 billion, subject to increase in certain circumstances (the “Senior Secured Credit Facilities”), (ii) a receivables based facility of up to $1.0 billion (subject to reduction in certain circumstances) with availability limited by a “borrowing base” (the “Receivables Based Credit Facility”), and (iii) a note purchase agreement (together with the Senior Secured Credit Facilities and the Receivables Based Credit Facility, the “Financing Agreements”) for the issuance of $980 million aggregate principal amount of 10.75% senior cash pay notes due 2016 (the “Senior Cash Pay Notes”) and $1.33 billion aggregate principal amount of 11.00%/11.75% senior toggle notes due 2016 (the “Senior Toggle Notes”). The proceeds of the Debt Financing on the closing date will be used to finance, in part, the payment of the merger consideration, the repayment or refinancing of certain of our debt outstanding on the closing date of the merger, the payment of fees and expenses in connection with the transactions contemplated by the merger agreement and to provide for working capital requirements.

Regulatory Approvals (See “Regulatory Approvals” on page 145)		Under the Communications Act of 1934, as amended, which we refer to as the “Communications Act,” Clear Channel and the Fincos may not complete the merger unless they have first obtained the approval of the Federal Communications Commission, which we refer to as the “FCC,” to transfer control of Clear Channel’s FCC licenses to affiliates of the Fincos. 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 the applications to transfer control of Clear Channel’s FCC licenses to affiliates of the Fincos. On June 19, 2007, Clear Channel filed applications to place certain of its FCC licenses into a divestiture trust to facilitate closing of the merger in compliance with FCC media ownership rules. On January 24, 2008, the FCC granted the applications to transfer control of Clear Channel’s FCC Licenses. The FCC consents to the transfer of control of Clear Channel’s FCC Licenses are subject to certain conditions which the parties intend to satisfy prior to the closing of the merger and remain in effect as granted or as extended. The FCC grants extensions of authority to consummate previously approved transfers of control either by right or for good cause shown. We anticipate that the FCC will grant any necessary extensions of the effective period of the previously issued consents for consummation of the transfer.

		Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which we refer to as 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 and the Antitrust Division of the U.S. Department of Justice, and the applicable waiting period has expired or been terminated.

		Clear Channel notified and furnished the required information to the Federal Trade Commission and the Antitrust Division. Clear Channel agreed with the Antitrust Division to enter into a Final Judgment and Hold Separate Agreement in accordance with and subject to the Tunney Act. The waiting period under the HSR Act expired on February 13, 2008.


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

Material United States Federal Income Tax Consequences (See “Material United States Federal Income Tax Consequences” on page 141)		The material U.S. federal income tax consequences of the merger to a particular U.S. holder of Clear Channel common stock will depend on the form of consideration received by the U.S. holder in exchange for its Clear Channel common stock and, in the opinion of Ropes & Gray LLP, will be as follows.

		• A U.S. holder who exchanges shares of Clear Channel common stock solely for cash in the merger will recognize gain or loss in the amount equal to the difference between the amount of cash received and the U.S. holder’s tax basis in the shares of Clear Channel common stock exchanged in the merger.

		• A U.S. holder who exchanges Clear Channel common stock solely for shares of Holdings Class A common stock will not recognize any gain or loss on the exchange.

		• A U.S. holder who exchanges its shares of Clear Channel common stock for a combination of Holdings Class A common stock and cash will be treated as having disposed of its shares of Clear Channel common stock in two separate transactions. In one transaction, Clear Channel will be deemed to have redeemed a portion of such U.S. holder’s shares of Clear Channel common stock for cash, and such U.S. holder will recognize gain or loss in an amount equal to the difference between the amount of cash deemed received by such U.S. holder in the deemed redemption and the U.S. holder’s tax basis in the shares of Clear Channel common stock deemed to be so redeemed. In the other transaction, the U.S. holder will be deemed to have exchanged the remaining portion of such holder’s shares of Clear Channel common stock for Holdings Class A common stock and cash. In this deemed exchange transaction, the U.S. holder will not recognize any loss and will recognize gain, if any, equal to the lesser of (x) the cash received in the deemed exchange and (y) the gain realized on the deemed exchange. The gain realized on the deemed exchange will equal the excess of the fair market value of the Holdings Class A common stock and the cash received in the deemed exchange over such U.S. holder’s tax basis in the shares of Clear Channel common stock surrendered in the deemed exchange. As more fully discussed in “Material United States Federal Income Tax Consequences,” the relative number of shares of Clear Channel common stock disposed of by a U.S. holder in the deemed redemption transaction and the deemed exchange transaction, 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 at the Holdings level or other sources.

		Following the closing of the merger, Holdings will provide each U.S. holder with sufficient information to determine (i) the number of shares of Clear Channel stock disposed of by such U.S. holder in each of the deemed redemption transaction and the deemed exchange


		transaction, (ii) the amount of cash such U.S. holder received in the deemed redemption transaction and (iii) the number of shares of Holdings Class A common stock and the amount of cash such U.S. holder received in the deemed exchange transaction. Such information will not be ascertainable until after the closing of the merger.

Conditions to the Merger (See “The Merger Agreement — Conditions to the Merger” on page 165)		Before the merger can be completed, a number of conditions must be satisfied. These conditions include:

		• approval and adoption of the merger agreement by Clear Channel’s shareholders;

		• the expiration or termination of any applicable waiting period under the HSR Act and any applicable foreign antitrust laws (which the parties have acknowledged have been satisfied); and such expiration or termination continuing to be in effect on the closing date of the merger;

		• no governmental authority having enacted any law or order making the merger illegal or otherwise prohibiting the consummation of the merger;

		• the receipt of the approval of the FCC to transfer control of Clear Channel’s FCC licenses to affiliates of the Fincos, which we refer to as the “FCC Consent” (which the parties have acknowledged have been satisfied), and the FCC Consent shall not have been revoked and shall continue to be in effect as of the closing date;

		• the performance, in all material respects, by Clear Channel of certain specified operating covenants set forth in the merger agreement, and no “Material Adverse Effect on Clear Channel” (as defined on page 155 of this proxy statement/prospectus ) having occurred as a result of Clear Channel’s failure to perform or comply with any other agreement or covenant in the merger agreement; and

		• the performance in all material respects, by the Fincos, Holdings and Merger Sub of their respective agreements and covenants in the merger agreement.

		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 its shareholders, the board of directors 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.


Solicitation of Alternative Proposals (See “The Merger Agreement — Solicitation of Alternative Proposals” on page 160)		Following execution of the original merger agreement and until 11:59 p.m., Eastern Standard Time, on December 7, 2006, Clear Channel was permitted to initiate, solicit and encourage a Competing Proposal from third parties (including by way of providing access to non-public information and participating in discussions or negotiations regarding, or taking any other action to facilitate a Competing Proposal). During this period 22 parties were contacted, including 16 potential strategic buyers and six private equity firms (two of which had previously been contacted, but had not entered into confidentiality agreements). Clear Channel did not receive any Competing Proposals from the parties that were contacted or any other person prior to 11:59 p.m. Eastern Standard Time on December 7, 2006.

		From and after 11:59 p.m., Eastern Standard Time, on December 7, 2006 Clear Channel has agreed not to:

		• initiate, solicit, or knowingly facilitate encourage the submission of any inquiries proposals or offers with respect to a Competing Proposal (including by way of furnishing information);

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

		• 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, or which would reasonably be expected to result in, a Competing Proposal; or

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

		From and after 11:59 p.m. Eastern Standard Time on December 7, 2006 Clear Channel agreed to:

		• immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any persons conducted prior to November 16, 2006 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.

		Notwithstanding these restrictions, at any time prior to the approval of the merger agreement by Clear Channel shareholders (which for these purposes does not include the vote held at the September 25, 2007 special meeting of Clear Channel shareholders), if Clear Channel receives a written Competing Proposal that Clear Channel’s board of


		directors determines in good faith, after consultation with Clear Channel’s outside legal counsel and financial advisors, constitutes a proposal that satisfies certain criteria described on page 162 of this proxy statement/prospectus and is on terms more favorable to the holders of Clear Channel’s common stock from a financial point of view than the terms set forth in the merger agreement or any other proposal made by the Fincos, which we refer to as a “Superior Proposal,” Clear Channel may, subject to certain conditions:

		• furnish information to the third party making the Competing Proposal; and

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

		In addition, Clear Channel may terminate the merger agreement and enter into a definitive agreement with respect to a Competing Proposal if it receives a bona fide written Competing Proposal that Clear Channel’s board of directors determines in good faith, after consultation with Clear Channel’s outside counsel and financial advisors, is a Superior Proposal (after giving effect to any adjustments to the terms of the merger agreement offered by the Fincos in response to the Competing Proposal) and if Clear Channel’s board of directors determines in good faith, after consultation with Clear Channel’s outside counsel, that the failure to take such action would reasonably be expected to be a breach of the board of directors’ fiduciary duties under applicable law.

Termination (See “The Merger Agreement — Termination” on page 166)		Clear Channel and the Fincos may agree to terminate the merger agreement without completing the merger at any time. The merger agreement may also be terminated in certain other circumstances, including (in each case subject to certain limitations and exceptions):

		• by either the Fincos or Clear Channel, if:

		• the closing of the merger has not occurred on or before December 31, 2008, which may be extended under certain limited circumstances, which we refer to as the “Termination Date”;

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

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

		• there is a material breach by the non-terminating party of any of its covenants or agreements in the merger agreement that would result in the failure of certain closing conditions and that breach has not been cured within 30 days following delivery of written notice by the terminating party;

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


		• by the Fincos, if the board of directors changes, qualifies, withdraws or modifies in a manner adverse to the Fincos its recommendation that Clear Channel’s shareholders approve and adopt the merger agreement, or fails to reconfirm its recommendation within five business days of receipt of a written request from the Fincos; or

		• 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.

Termination Fees (See “The Merger Agreement — Termination Fees” on page 167)		The merger agreement provides that, upon termination of the merger agreement under specified circumstances, Clear Channel will be required to pay the Fincos a termination fee of $500 million. These circumstances include a termination of the merger agreement by:

		(i) Clear Channel in order to accept a Superior Proposal;

		(ii) the Fincos, if the board of directors, (a) changes its recommendation to Clear Channel’s shareholders that they approve and adopt the merger agreement, (b) fails to reconfirm its recommendation, or (c) fails to include its recommendation in this proxy statement/prospectus;

		(iii) the Fincos or Clear Channel, if Clear Channel’s shareholders do not approve and adopt the merger agreement at the special meeting, so long as prior to the special meeting, a Competing Proposal has been publicly announced or made to known to Clear Channel and not withdrawn at least two business days prior to the special meeting and within 12 months of the termination of the merger agreement Clear Channel enters into a definitive proposal with respect to, or consummates, any Competing Proposal; or

		(iv) 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 its obligations under the merger agreement, which breach has not been cured within 30 days, and prior to the date of termination of the merger agreement Clear Channel enters into a definitive agreement with respect to any Competing Proposal.

		The merger agreement further provides that Clear Channel will be required to pay 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 by:

		(i) the Fincos or Clear Channel, if any governmental entity has issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the merger and that order or other action is final and non-appealable;

		(ii) the Fincos or Clear Channel, if Clear Channel’s shareholders do not approve and adopt the merger agreement at the special meeting or any postponement or adjournment thereof; or


		(iii) the Fincos, if the Fincos are not in material breach of their obligations under the merger agreement and if Clear Channel has breached its obligations under the merger agreement, which breach has not been cured within 30 days; and

		within twelve (12) months after such termination (i) Clear Channel or any of its subsidiaries consummates a transaction based on a proposal submitted by certain agreed third parties (we refer to such third parties as “Contacted Parties” and such a proposal as a “Contacted Parties Proposal”), (ii) Clear Channel or any of its subsidiaries enters into a definitive agreement with respect to a Contacted Party Proposal, or (iii) one or more Contacted Parties acting alone or as a group (as defined in Section 13(d) of the Exchange Act, with certain exceptions), commences a tender offer with respect to a Contacted Party Proposal, and, in 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 (all as described on page 168 of this proxy/prospectus).

		The merger agreement and the Escrow Agreement provide that, upon termination of the merger agreement under specified circumstances, Clear Channel will be entitled to receive a termination fee that will be funded pursuant to the terms of the Escrow Agreement. The circumstances under which that fee will be payable are as follows:

		(i) 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 under the merger agreement that proximately caused the failure to consummate the merger on or before the Termination Date, and all conditions to the Fincos’ and Merger Sub’s obligation to consummate the merger have been satisfied, then Clear Channel will be entitled to receive a termination fee of $600 million in cash that will be paid pursuant to the Escrow Agreement; and

		(ii) if Clear Channel terminates the merger agreement, due to the Fincos, Holdings and Merger Sub having breached or failed to perform in any material respect any of their obligations under the merger agreement such that certain closing conditions would not be satisfied, which breach has not been cured within 30 days and all conditions to the Fincos’ and Merger Sub’s obligation to consummate the merger have been satisfied, then Clear Channel will be entitled to receive a termination fee of $150 million in cash that will be paid pursuant to the Escrow Agreement. The amount of the termination fee is increased to $600 million in cash if such termination is due to a willful and material breach by the Fincos, Holdings and Merger Sub;

		In the event that the merger agreement is terminated 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 or 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:

		(i) $150 million if the Fincos terminate the merger agreement because 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

		(ii) $100 million if the merger agreement is terminated:

		(a) 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; (b) 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 (c) 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.

Limited Guarantee of the Sponsors (See “The Merger Agreement — Limited Guarantees” on page 169)		In connection with Amendment No. 3, each of the Sponsors and Clear Channel entered into an amended and restated 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 termination fees payable by Merger Sub. The amended and restated limited guarantees entered into in connection with Amendment No. 3 superseded the limited guarantees previously delivered by the Sponsors. The Sponsors’ obligations under the amended and restated limited guarantees was reduced ratably to the extent that they paid any amount, or caused any amount to be paid, into escrow under the Escrow Agreement.

Transaction Fees and Certain Affiliate Transactions (See “The Merger Agreement — Transaction Fees” on page 164 and “Certain Affiliate Transactions” on page 123)		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 Clear Channel’s independent directors or holders of a majority of the outstanding shares of Class A common stock of Holdings, 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 subsidiaries.


Settlement Agreement (See “Settlement and Escrow Agreements” on page 170)		On May 13, 2008, Clear Channel, Merger Sub, the Fincos, Holdings and Clear Channel Capital IV, LLC (“CCC IV”) entered into a settlement agreement with a bank syndicate comprised of Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc., Morgan Stanley Senior Funding, Inc., Credit Suisse, Cayman Islands Branch, Credit Suisse Securities (USA) LLC, The Royal Bank of Scotland PLC, RBS Securities Corporation, Wachovia Bank, National Association, Wachovia Investment Holdings, LLC, Wachovia Capital Markets, LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Island Branch and Deutsche Bank Securities Inc. (collectively, the “Banks”) pursuant to which they settled certain ongoing litigation initiated in New York and Texas (the “Settlement Agreement”).

		Clear Channel, Merger Sub, the Fincos, Holdings, CCC IV and the Sponsors agreed to release their outstanding claims against the Banks in exchange for the Banks agreeing:

		Upon receipt by the Escrow Agent (as defined below) of all money, property or letters of credit required to be delivered under the terms of the Escrow Agreement, each party to the Settlement Agreement and each of the Sponsors released each other party to the Settlement Agreement and each of the Sponsors from all claims that the releasing party ever had, now has or subsequently may have against any released party, from the beginning of the world through May 28, 2008, the date the escrow was fully funded, with respect to the matters arising out of or relating to the prior merger agreement, the equity commitment letters and guarantees, and the debt commitment letters entered into in connection with the prior merger agreement.

		On the consummation of the merger, each party to the Settlement Agreement and each of the Sponsors releases each other party to the Settlement Agreement and each of the Sponsors from all claims that the releasing party ever had, now has or subsequently may have against any released party from the beginning of the world through the consummation of the merger with respect to the matters arising out of or related to the merger agreement, the equity commitment letters and guarantees.

Escrow Agreement (See “Settlement and Escrow Agreements” on page 170)		As contemplated by the Settlement Agreement, each of Clear Channel, Merger Sub, Holdings, the Fincos, THL Equity Fund VI Investors (Clear Channel), L.P. and Bain Capital CC Investors, L.P. as designees of Holdings (each, a “Buyer Designee”), Mark P. Mays, Randall T. Mays, L. Lowry Mays, MPM Partners, Ltd., RTM Partners, Ltd. LLM Partners, Ltd. (each a “Management Investor”), Highfields Capital Management LP (“Highfields Management”), Abrams Capital Partners I, LP, Abrams Capital Partners II, LP, Whitecrest Partners, LP, Abrams Capital International, Ltd, and Riva Capital Partners LP, (each an “Abrams Investor”), certain of the Banks and affiliates of certain of the Banks (each, a “Bank Escrow Party”) and The Bank of New York, as escrow agent (the “Escrow Agent”) entered into an escrow agreement (the “Escrow Agreement”) pursuant to which: (i) the Bank


		Escrow Parties agreed to deposit with the Escrow Agent cash or letters of credit in an aggregate amount equal to $16,410,638,000; (ii) the Buyer Designees agreed to deposit with the Escrow Agent cash or letters of credit in an aggregate amount equal to $2,400,000,000; (iii) the Management Investors agreed to deposit with the Escrow Agent 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; (iv) Highfields Management agreed to deposit with the Escrow Agent an aggregate of 11,111,112 shares of Clear Channel common stock beneficially owned by investment funds managed by Highfields Management; and (v) the Abrams Investors agreed to deposit with the Escrow Agent an aggregate of 2,777,778 shares of Clear Channel common stock.

		On May 22, 2008, the Escrow Agent confirmed receipt of the entire amount to be deposited into escrow by the Bank Escrow Parties 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 amount to be deposited into escrow by the Buyer Designees.

		The amounts deposited with the Escrow Agent are to be released upon consummation of the merger upon confirmation of satisfaction of the conditions to consummating the merger set forth in the merger agreement and the conditions to funding set forth in the Financing Agreements.

		In event that the merger agreement is terminated prior to consummation of the merger, the escrow amounts shall be paid to the respective depositors, provided, however that in certain circumstances the termination fee otherwise then payable by Merger Sub under the merger agreement shall be paid to Clear Channel from escrow amounts deposited by the Bank Escrow Parties or the Buyer Designees, as applicable.

Clear Channel’s Stock Price (See “Market Prices of Clear Channel Common Stock and Dividend Data” on page 175)		Clear Channel common stock is listed on the NYSE under the trading symbol “CCU.” On October 24, 2006, which was the last trading day immediately prior to the date on which Clear Channel announced that the board of directors was exploring possible strategic alternatives for Clear Channel to enhance shareholder value, Clear Channel 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 immediately prior to the date on which Clear Channel announced the approval of the merger agreement by Clear Channel’s board of directors, Clear Channel common stock closed at $34.12 per share. On May 9, 2008, which was the last trading day prior to a public report that Clear Channel was exploring a settlement, Clear Channel common stock closed at $30.00 per share. On June 20, 2008, which was the last trading day before the date of this proxy statement/prospectus, Clear Channel common stock closed at $35.44 per share.


Shares Held by Directors and Executive Officers (See “Security Ownership By Certain Beneficial Owners and Management” page 177)		As of June 19, 2008, the directors and executive officers of Clear Channel beneficially owned approximately 8.4% of the outstanding shares of Clear Channel common stock, assuming Clear Channel’s outstanding options are not exercised. Except for the shares and options held by directors and officers of Clear Channel who have agreed to convert shares or options into equity securities of Holdings in the merger, each director and executive officer (other than L. Lowry Mays, Mark P. Mays and Randall T. Mays with respect to the shares of Clear Channel common stock and options to purchase shares of Clear Channel common stock delivered into escrow pursuant to the terms of the Escrow Agreement, and the Rollover Shares) has the option of electing the Cash Consideration or the Stock Consideration, or a combination thereof. The shares and options to purchase shares of Clear Channel common stock held by directors and officers of Clear Channel who have agreed to convert those interests into shares of Holdings Class A common stock (other than 580,361 shares of Clear Channel common stock delivered into escrow by L. Lowry Mays) will not affect the number of shares of Holdings Class A common stock available for issuance as Stock Consideration.

Dissenters’ Rights of Appraisal (See “Dissenters’ Rights of Appraisal” on page 193)		The Texas Business Corporation Act provides you with appraisal rights in connection with the merger. This means that if you are not satisfied with the amount you are receiving in the merger, you are entitled to have the fair value of your shares determined by a Texas court and to receive payment based on that valuation. The ultimate amount you receive as a dissenting shareholder in an appraisal proceeding may be more or less than, or the same as, the amount you would have received in the merger. To exercise your appraisal rights, you must deliver a written objection to the merger before the special meeting at which the vote on the merger agreement will be held and you must not vote in favor of the approval and adoption of the merger agreement. Your failure to follow exactly the procedures specified under Texas law will result in the loss of your appraisal rights.

Stock Exchange Listing (See “Delisting and Deregistration of Clear Channel Common Stock” on page 176)		Following the consummation of the merger, shares of Holdings Class A common stock will not be listed on a national securities exchange, but it is anticipated that the shares will be quoted on the Over-the-Counter Bulletin Board.

Resale of Holdings Class A Common Stock (See “Resale of Holdings Class A Common Stock” on page 146)		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 of 1933, as amended, which we refer to as 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.

Holdings Stockholders Agreement (See “Stockholders Agreements” on page 179)		Holdings expects, prior to the consummation of the merger, to enter into a stockholders agreement with Merger Sub, certain of Clear Channel’s executive officers and directors who are expected to become stockholders of Holdings (including Messrs. Mark P. Mays, Randall T. Mays and L. Lowry Mays), CCC IV and Clear Channel Capital V, L.P., a newly-formed limited partnership that is jointly controlled by affiliates of the Sponsors and is expected to hold all of the shares of Holdings non-voting Class C common stock that will be outstanding as of the closing of the merger (“CCC V”). It is anticipated


		that the stockholders agreement, among other things, (i) would specify how the parties would vote in elections of the board of directors of Holdings, (ii) restrict the transfer of shares subject to the agreement, (iii) include the ability of CCC IV to compel the parties to sell their shares in a change-of-control transaction or participate in a recapitalization of Holdings, (iv) give the parties the right to subscribe for their pro rata share of proposed future issuances of equity securities by Holdings or its subsidiaries to the Sponsors or their affiliates, (v) require the parties to agree to customary lock-up agreements in connection with underwritten public offerings and (vi) provide the parties with customary demand and “piggy-back” registration rights.

		Holdings, CCC IV and CCC V also expect to enter into a separate agreement with Messrs. Mark P. Mays, Randall T. Mays and L. Lowry Mays that would set forth terms and conditions under which certain of their shares of Holdings common stock would be repurchased by Holdings following the termination of their employment (through the exercise of a “call option” by Holdings or a “put option” by Messrs. Mark P. Mays, Randall T. Mays and L. Lowry Mays, as applicable).

Description of Holdings’ Capital Stock (See “Description of Holdings’ Capital Stock” on page 182)		Pursuant to its third amended and restated certificate of incorporation, Holdings has the authority to issue 650,000,000 shares of common stock, of which (i) 400,000,000 shares will be Class A common stock, (ii) 150,000,000 shares will be Class B common stock and (iii) 100,000,000 shares will be Class C common stock.

		Voting. Every holder of shares of Class A common stock will be entitled to one vote for each share of Class A common stock. Every holder of shares of Class B common stock will be entitled to a number of votes per share equal to the number obtained by dividing (a) the sum of the total number of shares of Class B common stock outstanding as of the record date for such vote and the number of Class C common stock outstanding as of the record date for such vote by (b) the number of shares of Class B common stock outstanding as of the record date for such vote. Except as otherwise required by law, the holders of outstanding shares of Class C common stock will not be entitled to any votes upon any questions presented to stockholders of Holdings.

		Other rights. Except with respect to voting as described above, and as otherwise required by law, all shares of Class A common stock, Class B common stock and Class C common stock will have the same powers, privileges, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, and will be identical to each other in all respects.

Comparison of Shareholder Rights (See “Comparison of Shareholder Rights” on page 185)		The rights of Clear Channel shareholders are currently governed by the Texas Business Corporation Act and the Texas Miscellaneous Corporate Laws Act, and Clear Channel’s restated articles of incorporation, as amended, and seventh amended and restated bylaws. The rights of Holdings shareholders are governed by the Delaware General Corporation Law, which we refer to as the “DGCL,” and Holdings’ third amended and restated certificate of incorporation and amended and restated bylaws. Upon completion of the merger, Clear Channel shareholders who receive Holdings Class A common stock will be stockholders of Holdings, and their rights will be governed by the DGCL and Holdings’ third amended and restated certificate of incorporation and amended and restated bylaws.


Management of Holdings (See “Board of Directors and Management of Holdings” on page 61 and “The Merger — Voting Agreements” on page 121)		Following the completion of the merger and the issuance of the Class A common stock of Holdings, Holdings will increase the size of its board of directors from eight members to twelve members. Holders of Holdings Class A common stock, voting as a separate class, will be entitled to elect two (2) members of Holdings’ board of directors. These directors are referred to in this proxy statement/prospectus as the “independent directors.” Because the Sponsors and their affiliates will hold a majority of the outstanding capital stock and voting power of Holdings after the merger, holders of Holdings Class A common stock, including shareholders and option holders who elect to receive Stock Consideration will not have the voting power to elect the remaining 10 members of Holdings’ board of directors. Pursuant to a voting agreement (the “Highfields Voting Agreement”) entered into among the Fincos, Merger Sub, Holdings and 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 the Cayman Islands, B.W.I. (together with Highfields Capital I, LP and Highfields Capital II, LP the “Highfields Funds,”) and Highfields Management, immediately following the effective time of the merger one of the independent directors of Holdings, who will also be named to Holdings’ nominating committee, will be Mr. Jonathon Jacobson, who is associated with Highfields Management, and the other independent director of Holdings will be Mr. David Abrams, who is associated with the Abrams Investors. 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 (who initially will be Mr. Jonathon Jacobson) and one candidate will be selected by Holdings’ nominating committee after consultation with Highfields Management (who initially will be Mr. David Abrams). Holdings will recommend and solicit proxies for the election of such candidates, and to the extent authorized by stockholders granting proxies, vote the securities represented by all proxies granted by stockholders in favor of such candidates. Holdings has also agreed that until the termination of the Highfields Voting Agreement and subject to the fiduciary duties of Holdings’ board of directors, Holdings shall cause at least one of the independent directors to be appointed to each committee of the board of directors of Holdings, and if such independent director shall cease to serve as a director of Holdings or otherwise is unable to fulfill his or her duties on any such committee, Holdings shall cause the director to be succeeded by another independent director. Pursuant to the terms of the Escrow Agreement, the Highfield Funds delivered 11,111,112 shares of Clear Channel common stock into escrow to be exchanged for shares of Holdings Class A common stock. These shares represent the maximum number of shares issuable to a shareholder, including the Highfield Funds, pursuant to the Individual Cap.

		Holdings anticipates that after completion of the merger, the current executive officers of Clear Channel will be appointed as officers of Holdings by the board of directors of Holdings.

RISK FACTORS

In addition to the other information included in, incorporated by reference in and found in the Annexes attached to this proxy statement/prospectus, including the matters addressed in the “Cautionary Statement Concerning Forward-Looking Information” on page 11, you should carefully consider the following risk factors in deciding whether to vote for approval of the merger agreement. In addition, you should read and consider the risks associated with the businesses of Clear Channel. You should also read and consider the other information in this proxy statement/prospectus and the other documents incorporated by reference in this proxy statement/prospectus. Please see “Where You Can Find Additional Information” on page 196. Additional risks and uncertainties not presently known to Clear Channel and Holdings or that are not currently believed to be important also may adversely affect the transaction and Holdings following the consummation of the merger.

Risks Relating to the Merger

You may not receive the form of Merger Consideration that you elect for all of your shares.

If you elect to receive Holdings Class A common stock, you may not receive that stock for all of your shares of Clear Channel common stock. The merger agreement contains provisions that are designed to ensure that, in the aggregate, no more than 30% of the total number of shares of Holdings capital stock will be issued pursuant to Stock Elections in exchange for outstanding shares of Clear Channel common stock (excluding Rollover Shares) and options to purchase shares of Clear Channel common stock. In the event that shareholders and option holders elect to receive shares representing a greater percentage of Holdings Class A common stock, the number of shares of Holdings Class A common stock received by shareholders and option holders electing Holdings Class A common stock would be reduced, and you may receive all or a larger portion of your consideration in the form of cash. Accordingly, it is possible that a substantial number of holders of Clear Channel common stock who elect to receive Stock Consideration will not receive a portion of that Stock Consideration.

If you elect to receive cash in exchange for some or all of your shares of Clear Channel common stock, you may nevertheless receive some shares of Holdings Class A common stock in exchange for your shares of Clear Channel common stock. If the total Sources of Funds are less than the total Uses of Funds, then shareholders electing to receive the Cash Consideration for some or all of 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 Cash Election, up 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). If you receive Class A common stock of Holdings, you will be subject to the risks applicable to a stockholder of Holdings identified in this proxy statement/prospectus and such other risks as may develop over time. Please see “Risk Factors — Risks Relating to Ownership of Holdings Class A Common Stock.”

If you elect to receive Class A common stock of Holdings, your election will be irrevocable after July 17, 2008.

You are being asked to make a Stock Election by 5:00 p.m. New York City time on July 17, 2008, the fifth business day immediately prior to the date of the special meeting (the “Election Deadline”), following which time, you may not revoke or change your election. If you are allocated shares of Holdings Class A common stock pursuant to a Stock Election, you will not be permitted to transfer your Public Shares or any options underlying your Net Electing Option Shares from and after the Election Deadline. There may be a substantial amount of time between the Election Deadline and the time the merger is completed. Accordingly, there can be no assurance that the value of the Stock Consideration at the time of the merger (or, if the merger agreement is terminated, shares of Clear Channel common stock subject to such Stock Election) will be the same as it was at the time of the Election Deadline or that the value of the Stock Consideration will not be lower than the value of the Cash Consideration at the time of the completion of the merger or termination of the merger agreement. You should carefully consider such factors in making your Merger Consideration election.

If you make a Stock Election prior to the Election Deadline, you will not be able to register the transfer of your shares of Clear Channel stock without revoking your election and withdrawing your shares and subsequent to the Election Deadline, you will not be able to register the transfer of your shares of Clear Channel stock.

All Stock Elections will be irrevocable as of the Election Deadline. 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. In order to register a transfer of your Public Shares after you submit a Stock Election (but prior to the Election Deadline), you must first revoke your Stock Election and withdraw your Public Shares. There may be a delay in your ability to register the transfer of your shares because of the revocation requirement and the withdrawal process. If you do not deliver the letter of transmittal together with the stock certificates or book-entry shares as required, the paying agent may reject your Stock Election and you will receive the Cash Consideration including, if applicable, any Additional Equity Consideration. There may be a substantial period of time between the Election Deadline and the date the merger is completed. During this period, you will not be able to sell or otherwise transfer any shares of Clear Channel stock so delivered.

The value of your shares of Clear Channel common stock may change after the time you make an investment decision.

We anticipate that the merger will be completed by the end of the third quarter of 2008, assuming receipt of the Shareholder Approval and satisfaction or waiver of the other conditions to the merger. However, the exact timing and likelihood of the completion of the merger cannot be predicted. The parties to the merger agreement agreed to the amount and terms of the merger consideration on May 13, 2008, and you are being asked to vote on the merger proposal and make an investment decision as of July 24, 2008. Between that date and the completion of the merger, there may be significant changes in the business, financial condition, results of operations, prospects or competitive position of Clear Channel or changes in conditions in the financial markets. Consequently, the value of your shares of Clear Channel common stock may increase or decrease after the date of the shareholders meeting. If the value of the shares of Clear Channel common stock increases during this time, you will not be entitled to any portion of the increase (other than through your ownership of shares of Holdings Class A common stock (if any) subsequent to the completion of the merger).

Clear Channel’s board of directors has not made any recommendation with respect to whether a shareholder should make a Stock Election or regarding the Class A common stock of Holdings, attempted to value the Class A common stock of Holdings or received an opinion from a financial advisor as to Class A common stock of Holdings.

Clear Channel’s 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. Clear Channel’s board of directors has not received an opinion from Goldman Sachs or any other advisor as to the fairness, from a financial point of view, of the Stock Consideration to the unaffiliated shareholders. Clear Channel’s board of directors did not obtain an independent valuation or appraisal of the value of the Stock Consideration or the consolidated assets and liabilities of Holdings subsequent to the completion of the merger. A shareholder’s determination to make a Stock Election is a purely voluntary decision, and in limited circumstances, you may receive Holdings Class A common stock in exchange for some of your shares of Clear Channel common stock, despite that you did not make a Stock Election. In making a Stock Election, or if you otherwise receive Holdings Class A common stock, you will not have the benefit of any recommendation of Clear Channel’s board of directors or any opinion of the board of directors’ financial advisor. You should carefully consider all of the information included or incorporated in this proxy statement/prospectus, including the risk factors set forth in this section.

Officers and directors of Clear Channel have certain interests in the merger that are different from, or in addition to, interests of Clear Channel shareholders. These interests may be perceived to have affected their decision to support or approve the merger.

Clear Channel officers and directors have certain interests in the merger that are different from, or in addition to, interests of Clear Channel shareholders. These interests include, but are not limited to, the treatment of Clear

Channel stock options and restricted shares held by directors and executive officers of Clear Channel in the merger, the vesting and accelerated payment of certain retirement benefits and the potential payment of certain severance benefits to executive officers, the continued employment after the merger of Mark P. Mays, as Chief Executive Officer, Randall T. Mays as President, and L. Lowry Mays as Chairman Emeritus of Holdings, and the indemnification of former Clear Channel officers and directors by Holdings. Clear Channel shareholders should be aware of these interests when considering Clear Channel’s board of directors’ recommendation to approve the merger agreement. Please see “The Merger — Interests of Clear Channel’s Board of Directors and Executive Officers in the Merger.”

The merger agreement contains provisions that could affect the decisions of a third party considering making an alternative acquisition proposal to the merger.

Under the terms of the merger agreement, in certain circumstances Clear Channel may be required to pay to the Fincos a termination fee of $500 million, in addition to payment of certain fees of the Sponsors up to a maximum of $150 million, in connection with termination of the merger agreement. In addition, the merger agreement limits the ability of Clear Channel to initiate, solicit, encourage or facilitate certain acquisition or merger proposals from a third party. These provisions could affect the decision by a third party to make a competing acquisition proposal, or the structure, pricing and terms proposed by a third party seeking to acquire or merge with Clear Channel. Please see “The Merger Agreement — Termination Fees” and “The Merger Agreement — Solicitation of Alternative Proposals.”

Purported shareholder class action complaints have been filed against Clear Channel and the members of its board of directors challenging the merger and an unfavorable judgment or ruling in this lawsuit could prevent or delay the consummation of the merger and result in substantial costs.

Clear Channel and the members of its board of directors were named in purported shareholder class action complaints filed in Texas state court. The complaints seek, among other things, to enjoin the merger, and allege, among other things, that the directors have breached their fiduciary duties owed to Clear Channel’s shareholders. Clear Channel is obliged under certain circumstances to indemnify and hold harmless each director and officer from and against any and all claims and liabilities to which such director or officer shall have become subject by reason of being a director or officer, to the full extent permitted under Texas law. An adverse outcome in this lawsuit could prevent or delay the consummation of the merger or result in substantial costs to Clear Channel. It is also possible that other similar lawsuits may be filed in the future. Clear Channel cannot estimate any possible adverse consequence or loss from current or future litigation at this time.

Clear Channel’s business may be adversely affected if the merger is not completed.

There is no assurance that the merger will be approved by Clear Channel’s shareholders or that the other conditions to the completion of the merger will be satisfied. In the event that the merger is not completed, Clear Channel may be subject to several risks, including the following:

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the current market price of Clear Channel common stock may reflect a market assumption that the merger will occur and a failure to complete the merger could result in a decline in the market price of shares of Clear Channel common stock;

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management’s attention from Clear Channel’s day-to-day business may be diverted;

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uncertainties with regard to the merger may adversely affect Clear Channel’s relationships with its employees, vendors and customers; and

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Clear Channel may be required to pay significant transactions costs related to the merger, including under certain circumstances, a termination fee of up to $500 million, as well as legal, accounting and other fees of the Sponsors, up to a maximum of $150 million.

Uncertainties associated with the merger may cause a loss of employees. The ability to attract and retain experienced and skilled employees is one of the key drivers of our business and results.

The success of Holdings subsequent to the merger will depend in part upon the ability of Clear Channel to retain key employees. Competition for qualified personnel can be very intense. In addition, key employees may depart because of issues relating to the uncertainty and difficulty of the consummation of the merger or a desire not to remain with the business subsequent to the completion of the merger. Accordingly, Clear Channel may be unable to retain key personnel to the same extent that Clear Channel was able to do so in the past.

If you elect to receive Class A common stock of Holdings (or a combination of Class A common stock of Holdings and cash) and you hold Clear Channel common stock at a loss, you will not be able to recognize all or a portion of that loss for federal income tax purposes.

If you exchange Clear Channel common stock solely for Holdings Class A common stock, and you hold your Clear Channel common stock at a loss, you will not be able to recognize any portion of that loss for federal income tax purposes. If you exchange Clear Channel common stock held at a loss for a combination of Holdings Class A common stock and cash, you will be treated as having exchanged a portion of your Clear Channel common stock for Holdings Class A common stock and cash, and you will not be able to recognize your loss for federal income tax purposes to the extent that you are deemed to have disposed of your Clear Channel common stock in this manner. See “Material United States Federal Income Tax Consequences” beginning on page 141 of this proxy statement/prospectus. Notwithstanding your election to exchange a certain number of your shares of Clear Channel common stock for Holdings Class A common stock, the number of shares of Class A common stock of Holdings that you ultimately receive will depend on several factors including the election of other holders of Clear Channel common stock and, therefore, is currently uncertain. If you receive any Class A common stock of Holdings in the merger, however, you will be deemed for federal income tax purposes to have exchanged more shares of Clear Channel common stock for Class A common stock of Holdings and cash than the actual number of your 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, you will be deemed to have exchanged Clear Channel common stock for your pro rata share of the cash merger consideration attributable to the Equity Financing. See “Financing” beginning on page 124 of this proxy statement/prospectus. Thus, you will be unable to recognize a loss for federal income tax purposes not only on your Clear Channel common stock actually exchanged for Class A common stock of Holdings, but also on your Clear Channel common stock that is deemed exchanged for cash attributable to the Equity Financing.

Risks Relating to Ownership of Holdings Class A Common Stock

Former Clear Channel shareholders who become stockholders of Holdings will be governed by the third amended and restated certificate of incorporation and the amended and restated by-laws of Holdings.

Clear Channel shareholders who receive Holdings Class A common stock in the merger will become Holdings stockholders, and their rights as stockholders will be governed by the third amended and restated certificate of incorporation and amended and restated bylaws of Holdings and Delaware corporate law. As a result, there will be material differences between the current rights of Clear Channel shareholders and the rights they can expect to have as Holdings stockholders. For example, under Delaware corporate law, the affirmative vote of the holders of a majority of the outstanding stock of the corporation is required to approve a merger, sale of all or substantially all of the assets of the corporation or an amendment to the corporation’s certificate of incorporation, while under Texas law, the affirmative vote of the holders of two-thirds of the outstanding stock of the corporation is required to approve the same actions. For a more detailed discussion of the material differences between the current rights of Clear Channel shareholders and the rights they can expect to have as Holdings stockholders see “Comparison of Shareholder Rights” on page 185 of this proxy statement/prospectus.

Entities affiliated with the Sponsors will control Holdings.

The holders of Holdings Class A common stock will not control Holdings. Upon completion of the merger, entities affiliated with the Sponsors will control the voting power of Holdings. As a consequence, entities affiliated

with the Sponsors will have the power to elect all but two of Holdings’ directors, appoint new management and approve any action requiring the approval of the holders of Holdings’ capital stock, including adopting any amendments to Holdings’ third amended and restated certificate of incorporation, and approving mergers or sales of substantially all of Holdings’ capital stock or its assets. The directors elected by the Sponsors will have significant authority to effect decisions affecting the capital structure of Holdings, including, the issuance of additional capital stock, incurrence of additional indebtedness, the implementation of stock repurchase programs and the decision of whether or not to declare dividends. There can be no assurance that the business, financial and operational policies of Clear Channel in effect prior to the merger including, for example, Clear Channel’s business strategy, will continue after the merger. For additional information concerning the equity investments to be made in Holdings by the Fincos, see “Financing — Equity Financing.”

Because there has not been any public market for Holdings Class A common stock, the market price and trading volume of Holdings Class A common stock may be volatile, and holders of Holdings Class A common stock may not be able to sell shares of Holdings Class A common stock at or above $36.00 following the merger.

As Holdings is a newly formed corporation neither Clear Channel nor Holdings can predict the extent to which investor interest will lead to a liquid trading market in Holdings Class A common stock or whether the market price of Holdings Class A common stock will be volatile following the merger. The market price of Holdings Class A common stock could fluctuate significantly for many reasons, including, without limitation:

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as a result of the risk factors listed in this proxy statement/prospectus;

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actual or anticipated fluctuations in our operating results;

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for reasons unrelated to operating performance, such as reports by industry analysts, investor perceptions, or negative announcements by our customers or competitors regarding their own performance;

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regulatory changes that could impact Holdings’ or Clear Channel’s business; and

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general economic and industry conditions.

Following the consummation of the merger, shares of Holdings capital stock will not be listed on a national securities exchange. It is anticipated that the shares of Holdings Class A common stock will be quoted on the Over-the-Counter Bulletin Board. The lack of an active market may impair the ability of investors in Holdings to sell their shares of Class A common stock at the time they wish to sell them or at a price that they consider reasonable. The lack of an active market may also reduce the fair market value of the shares of Holdings Class A common stock.

Holdings has the ability to terminate its Exchange Act reporting, if permitted by applicable law, two years after the completion of the merger.

Holdings is obligated by the merger agreement to use its reasonable efforts to continue to be a reporting company under the Exchange Act, and to continue to file periodic reports (including annual and quarterly reports) for at least two years after the completion of the merger. After such time, if Holdings were to cease to be a reporting company under the Exchange Act, and to the extent not required in connection with any other debt or equity securities of Clear Channel registered or required to be registered under the Exchange Act, the information now available to Clear Channel shareholders in the annual, quarterly and other reports required to be filed by Clear Channel with the SEC would not be available to them as a matter of right.

There is no assurance that you will ever receive cash dividends on the Holdings Class A common stock.

There is no guarantee that Holdings will ever pay cash dividends on the Holdings Class A common stock. The terms of the Financing Agreements restrict Holdings ability to pay cash dividends on the Holdings Class A common stock. In addition to those restrictions, under Delaware law, Holdings is permitted to pay cash dividends on its capital stock only out of its surplus, which in general terms means the excess of its net assets over the original aggregate par value of its stock. In the event Holdings has no surplus, it is permitted to pay these cash dividends out of its net profits for the year in which the dividend is declared or in the immediately preceding year. Accordingly,

there is no guarantee that, if Holdings decides to pay cash dividends, Holdings will be able to pay you cash dividends on the Holdings Class A common stock. Also, even if Holdings is not prohibited from paying cash dividends by the terms of its debt or by law, other factors such as the need to reinvest cash back into Holdings’ operations may prompt Holdings’ board of directors to elect not to pay cash dividends.

The incurrence of indebtedness to pay the cash portion of the Merger Consideration will significantly increase Clear Channel’s interest expense, financial leverage and debt service requirements.

Clear Channel, some of its subsidiaries and Clear Channel Capital I, LLC, which will be the direct parent company of Clear Channel upon the consummation of the merger, will, at the closing of the merger, have executed and delivered a joinder and become a party under a senior secured credit facility and a receivables based credit facility and have executed and delivered a purchase agreement for the purchase and sale of new senior notes to finance the cash consideration to be paid to the shareholders of Clear Channel in the merger, to refinance certain existing indebtedness, to pay related fees, costs and expenses and to provide for working capital requirements. Upon completion of the merger and related financings (whether as described herein or otherwise), Holdings will have consolidated indebtedness that will be substantial in relation to its shareholders’ equity and substantially greater than Clear Channel’s pre-merger indebtedness. As of March 31, 2008, on a pro forma basis, upon consummation of the merger and the related transactions, it is anticipated that Holdings would have had consolidated indebtedness of approximately $19.9 billion. Holdings’ pro forma ratio of indebtedness to total capital at March 31, 2008 would have been 7.5. The pro forma ratios of earnings to fixed charges of Holdings at March 31, 2008 and December 31, 2007 would have been 0.64 and 0.95. These ratios were computed using actual results for the periods and include the financing effects on a pro forma basis.

The increased indebtedness and substantially higher debt-to-cash flow ratio of the combined business of Holdings and Clear Channel could have negative consequences for Holdings and Clear Channel, including without limitation:

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making it more difficult to make payments on indebtedness as they become due;

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requiring a substantial portion of Clear Channel’s cash flow to be dedicated to the payment of principal and interest on indebtedness (with the minimum average annual amount during the first five years after the consummation of the merger anticipated to be at least $2.2 billion based on assumptions set forth under “Notes to Unaudited Pro Forma Condensed Consolidated Financial Data” beginning on page 52 of this proxy statement/prospectus and under “Contractual Obligations: Indebtedness and Dividend Policy Following the Merger” beginning on page 58 of this proxy statement/prospectus), thereby reducing cash available for other purposes, including to fund operations and capital expenditures, invest in new technology and pursue other business opportunities;

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limiting Holdings’ and Clear Channel’s liquidity and operational flexibility and limiting Holdings’ and Clear Channel’s ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes;

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limiting Holdings’ and Clear Channel’s ability to adjust to changing economic, business and competitive conditions;

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requiring Holdings and Clear Channel to consider deferring planned capital expenditures, reducing discretionary spending, selling assets, restructuring existing indebtedness or deferring acquisitions or other strategic opportunities;

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limiting Holdings’ and Clear Channel’s ability to refinance any of its indebtedness or increasing the cost of any such financing in any downturn in its operating performance or decline in general economic condition;

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exposing Holdings and Clear Channel to the risk of increased interest rates as a substantial portion of Holdings’ and Clear Channel’s indebtedness will be at variable rates of interest; and

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making Holdings and Clear Channel more vulnerable to a downturn in operating performance or a decline in general economic or industry conditions.

The terms of the Financing Agreements allow Clear Channel, under specified conditions, to incur further indebtedness, which heightens the foregoing risks. If Clear Channel’s compliance with its debt obligations materially hinders its ability to operate its business and adapt to changing industry conditions, Clear Channel may lose market share, its revenue may decline and its operating results may suffer.

In addition, the substantial leverage will have a negative effect on Holdings’ net income. For the fiscal year ended December 31, 2007, Holdings’ net loss from continuing operations on a pro forma basis, as adjusted to give effect to the merger and the debt financings, would have been $16.5 million, compared to Clear Channel’s historical net income from continuing operations of $792.7 million, and for the three months ended March 31, 2008, Holdings’ pro forma net loss from continuing operations would have been $49.8 million as compared to Clear Channel’s historical net income from continuing operations of $161.4 million for that period. Pro forma interest expense would have been $1,633.0 million for the year ended December 31, 2007 as compared to $451.9 million for the same period on a historical basis and, for the three months ended March 31, 2008, pro forma interest expense would have been $408.3 million as compared to $100.0 million on a historical basis.

After the merger is consummated, we expect that Holdings’ principal sources of liquidity will be cash flow from operations and borrowings under the revolving credit portion of its senior secured credit facilities. We anticipate that Holdings’ principal uses of liquidity will be to provide working capital, meet debt service requirements, finance capital expenditures and finance Holdings’ strategic plans. For a more detailed description of the debt financings Holdings expects to incur in the merger, see “Financing — Debt Financing” on page 125.

While Holdings believes that its cash flows will be sufficient to service its debt, there may be circumstances in which required payments of principal and/or interest on this new debt could adversely affect Holdings’ cash flows and operating results. If Holdings is unable to generate sufficient cash flow from operations in the future to service its debt, it may have to refinance all or a portion of its debt or to obtain additional financing. There can be no assurance that any refinancing of this kind would be possible or that any additional financing could be obtained. Since Holdings’ primary asset will be shares of Clear Channel common stock, any adverse impact on the cash flows and operating results of Clear Channel may have an adverse affect on the value of Holdings Class A common stock.

The documents governing Clear Channel’s indebtedness contain restrictions that limit Clear Channel’s flexibility in operating its business.

The definitive documentation governing Clear Channel’s debt financing arrangements following the consummation of the merger contain various covenants that limit Clear Channel’s ability to engage in specified types of transactions. These covenants limit the ability of Clear Channel and its subsidiaries to, among other things, incur or guarantee additional indebtedness, incur or permit liens, merge or consolidate with or into, another company, sell assets, pay dividends and other payments in respect its capital stock, including to redeem or repurchase its capital stock, make certain acquisitions and investments and enter into transactions with affiliates.

Clear Channel’s failure to comply with the covenants in the documents governing the terms of Clear Channel’s indebtedness could be an event of default and could accelerate the payment obligations and, in some cases, could affect other obligations with cross-default and cross-acceleration provisions.

In addition to covenants imposing restrictions on Clear Channel’s business and operations, Clear Channel’s senior secured credit facility includes covenants relating to financial ratios and tests. Clear Channel’s ability to comply with these covenants may be affected by events beyond its control, including prevailing economic, financial and industry conditions. The breach of any covenants set forth in Clear Channel’s definitive financing documentation would result in a default thereunder. An event of default would permit Clear Channel’s lenders and holders of its debt to declare all indebtedness owed them to be due and payable. Moreover, the lenders under the revolving credit portion of Clear Channel’s senior secured credit facilities would have the option to terminate any obligation to make further extensions of credit thereunder. If Clear Channel is unable to repay its obligations under any senior secured credit facilities or the receivables based credit facility, the lenders under such senior secured credit facilities or receivables based credit facility could proceed against any assets that were pledged to secure such senior secured credit facilities or receivables based credit facility. In addition, a default under Clear Channel’s definitive financing documentation could cause a default under other obligations of Clear Channel that are subject to cross-default and cross-acceleration provisions.

Holdings’ executive compensation program will not be finalized until after the merger.

While certain aspects of our general executive compensation programs and philosophies are set to be implemented upon consummation of the merger and while we have agreed to the forms of employment agreements that will be effective upon consummation of the merger for our Chief Executive Officer, President and Chairman Emeritus, our general executive compensation program as a whole will not be finalized until after we consummate the merger and will be subject to the review and approval of our compensation committee. See “Board of Directors and Management of Holdings — Compensation Discussion and Analysis.” While we anticipate that these programs and policies will cover our named executive officers (with certain enumerated exceptions) and we are designing the programs with an aim to motivate and retain employees, we cannot guarantee that the executive compensation programs and policies will cover all named executives or that these programs and policies will accomplish our goals of motivating and retaining our executives. If our executives are not satisfied with our compensation program or policies, they may not perform at their highest level or they may choose to leave Holdings. This would be detrimental to our business.

Risks Relating to Clear Channel’s Business

Clear Channel’s business is dependent upon the performance of on-air talent and program hosts, as well as Clear Channel’s management team and other key employees.

Clear Channel employs or independently contracts with several on-air personalities and hosts of syndicated radio programs with significant loyal audiences in their respective markets. Although Clear Channel had entered into long-term agreements with some of its key on-air talent and program hosts to protect its interests in those relationships, Clear Channel can give no assurance that all or any of these persons will remain with Clear Channel or will retain their audiences. Competition for these individuals is intense and many of these individuals are under no legal obligation to remain with Clear Channel. Our competitors may choose to extend offers to any of these individuals on terms which Clear Channel may be unwilling to meet. Furthermore, the popularity and audience loyalty of our key on-air talent and program hosts is highly sensitive to rapidly changing public tastes. A loss of such popularity or audience loyalty is beyond our control and could limit our ability to generate revenue.

Clear Channel’s business is also dependent upon the performance of its management team and other key employees. Although Clear Channel has entered into long-term agreements with some of these individuals, Clear Channel can give no assurance that all or any of its executive officers or key employees will remain with Clear Channel. Competition for these individuals is intense and many of Clear Channel’s key employees are at-will employees who are under no legal obligation to remain with Clear Channel. In addition, any or all of Clear Channel’s executive officers or key employees may decide to leave for a variety of personal or other reasons beyond Clear Channel’s control. The loss of members of Clear Channel’s management team or other key employees could have a negative impact on our business and results of operations.

Doing business in foreign countries creates certain risks not found in doing business in the United States.

Doing business in foreign countries carries with it certain risks that are not found in doing business in the United States. The risks of doing business in foreign countries that could result in losses against which Clear Channel are not insured include:

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exposure to local economic conditions;

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potential adverse changes in the diplomatic relations of foreign countries with the United States;

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hostility from local populations;

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the adverse effect of currency exchange controls;

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restrictions on the withdrawal of foreign investment and earnings;

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government policies against businesses owned by foreigners;

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investment restrictions or requirements;

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expropriations of property;

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the potential instability of foreign governments;

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the risk of insurrections;

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risks of renegotiation or modification of existing agreements with governmental authorities;

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foreign exchange restrictions;

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withholding and other taxes on remittances and other payments by subsidiaries; and

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changes in taxation structure.

Exchange rates may cause future losses in Clear Channel’s international operations.

Because Clear Channel owns assets in foreign countries and derives revenues from Clear Channel’s international operations, Clear Channel may incur currency translation losses due to changes in the values of foreign currencies and in the value of the U.S. dollar. Clear Channel cannot predict the effect of exchange rate fluctuations upon future operating results.

Extensive government regulation may limit Clear Channel’s broadcasting operations.

The federal government extensively regulates the domestic broadcasting industry, and any changes in the current regulatory scheme could significantly affect Clear Channel. Clear Channel’s broadcasting businesses depend upon maintaining broadcasting licenses issued by the FCC for maximum terms of eight years. Renewals of broadcasting licenses can be attained only through the FCC’s grant of appropriate applications. Although the FCC rarely denies a renewal application, the FCC could deny future renewal applications resulting in the loss of one or more of Clear Channel’s broadcasting licenses.

The federal communications laws limit the number of broadcasting properties Clear Channel may own in a particular area. While the Telecommunications Act of 1996 relaxed the FCC’s multiple ownership limits, any subsequent modifications that tighten those limits could make it impossible for Clear Channel to complete potential acquisitions or require Clear Channel to divest stations Clear Channel has already acquired. Most significantly, in June 2003 the FCC adopted a decision comprehensively modifying its media ownership rules. The modified rules significantly changed the FCC’s regulations governing radio ownership. Soon after their adoption, however, a federal court issued a stay preventing the implementation of the modified media ownership rules while it considered appeals of the rules by numerous parties (including Clear Channel). In a June 2004 decision, the court upheld the modified rules in certain respects, remanded them to the FCC for further justification in other respects, and left in place the stay on their implementation. In September 2004, the court partially lifted its stay on the modified radio ownership rules, putting into effect aspects of those rules that establish a new methodology for defining local radio markets and counting stations within those markets, limit Clear Channel’s ability to transfer intact combinations of stations that do not comply with the new rules, and require Clear Channel to terminate within two years certain of Clear Channel’s agreements whereby Clear Channel provides programming to or sell advertising on radio stations Clear Channel does not own. In June 2006, the FCC commenced its proceeding on remand of the modified media ownership rules. In December 2007, the FCC adopted a decision in that proceeding which made no changes to the local radio ownership rules currently in effect. The FCC also adopted rules to promote diversification of broadcast ownership. The media ownership rules, as modified by the FCC’s 2003 decision and by the FCC’s December 2007 actions are subject to various further FCC and court proceedings and recent and possible future actions by Congress. Clear Channel cannot predict the ultimate outcome of the media ownership proceeding or its effect on Clear Channel’s ability to acquire broadcast stations in the future, to complete acquisitions that Clear Channel has agreed to make, to continue to own and freely transfer groups of stations that Clear Channel has already acquired, or to continue Clear Channel’s existing agreements to provide programming to or sell advertising on stations Clear Channel does not own.

Clear Channel may be adversely affected by new statutes dealing with indecency.

Provisions of federal law regulate the broadcast of obscene, indecent or profane material. The FCC has substantially increased its monetary penalties for violations of these regulations. Congressional legislation enacted in 2006 provides the FCC with authority to impose fines of up to $325,000 per violation for the broadcast of such material. Clear Channel therefore faces increased costs in the form of fines for indecency violations, and cannot predict whether Congress will consider or adopt further legislation in this area.

Antitrust regulations may limit future acquisitions.

Additional acquisitions by Clear Channel of radio stations and outdoor advertising properties may require antitrust review by federal antitrust agencies and may require review by foreign antitrust agencies under the antitrust laws of foreign jurisdictions. Clear Channel can give no assurances that the U.S. Department of Justice (“DOJ”) or the Federal Trade Commission or foreign antitrust agencies will not seek to bar Clear Channel from acquiring additional radio stations or outdoor advertising properties in any market where Clear Channel already has a significant position. Following passage of the Telecommunications Act of 1996, the DOJ has become more aggressive in reviewing proposed acquisitions of radio stations, particularly in instances where the proposed acquiror already owns one or more radio station properties in a particular market and seeks to acquire another radio station in the same market. The DOJ has, in some cases, obtained consent decrees requiring radio station divestitures in a particular market based on allegations that acquisitions would lead to unacceptable concentration levels. The DOJ also actively reviews proposed acquisitions of outdoor advertising properties. In addition, the antitrust laws of foreign jurisdictions will apply if Clear Channel acquires international broadcasting properties.

Environmental, health, safety and land use laws and regulations may limit or restrict some of Clear Channel’s operations.

As the owner or operator of various real properties and facilities, especially in Clear Channel’s outdoor advertising operations, Clear Channel must comply with various foreign, federal, state and local environmental, health, safety and land use laws and regulations. Clear Channel and its properties are subject to such laws and regulations relating to the use, storage, disposal, emission and release of hazardous and non-hazardous substances and employee health and safety as well as zoning restrictions. Historically, Clear Channel has not incurred significant expenditures to comply with these laws. However, additional laws, which may be passed in the future, or a finding of a violation of or liability under existing laws, could require Clear Channel to make significant expenditures and otherwise limit or restrict some of Clear Channel’s operations.

Government regulation of outdoor advertising may restrict Clear Channel’s outdoor advertising operations.

U.S. federal, state and local regulations have a significant impact on the outdoor advertising industry and Clear Channel’s outdoor advertising business. One of the seminal laws was The Highway Beautification Act of 1965 (“HBA”), which regulates outdoor advertising on the 306,000 miles of Federal-Aid Primary, Interstate and National Highway Systems (“controlled roads”). HBA regulates the size and location of billboards, mandates a state compliance program, requires the development of state standards, promotes the expeditious removal of illegal signs and requires just compensation for takings. Construction, repair, maintenance, lighting, upgrading, height, size, spacing and the location of billboards and the use of new technologies for changing displays, such as digital displays, are regulated by federal, state and local governments. From time to time, states and municipalities have prohibited or significantly limited the construction of new outdoor advertising structures and also permitted non-conforming structures to be rebuilt by third parties. Changes in laws and regulations affecting outdoor advertising at any level of government, including laws of the foreign jurisdictions in which Clear Channel operates, could have a significant financial impact on Clear Channel by requiring Clear Channel to make significant expenditures or otherwise limiting or restricting some of Clear Channel’s operations.

From time to time, certain state and local governments and third parties have attempted to force the removal of Clear Channel’s displays under various state and local laws, including condemnation and amortization. Amortization is the attempted forced removal of legal but non-conforming billboards (billboards which conformed with

applicable zoning regulations when built, but which do not conform to current zoning regulations) or the commercial advertising placed on such billboards after a period of years. Pursuant to this concept, the governmental body asserts that just compensation is earned by continued operation of the billboard over time. Amortization is prohibited along all controlled roads and generally prohibited along non-controlled roads. Amortization has, however, been upheld along non-controlled roads in limited instances where provided by state and local law. Other regulations limit Clear Channel’s ability to rebuild, replace, repair, maintain and upgrade non-conforming displays. In addition, from time to time third parties or local governments assert that Clear Channel owns or operates displays that either are not properly permitted or otherwise are not in strict compliance with applicable law. Although Clear Channel believes that the number of Clear Channel’s billboards that may be subject to removal based on alleged noncompliance is immaterial, from time to time Clear Channel has been required to remove billboards for alleged noncompliance. Such regulations and allegations have not had a material impact on Clear Channel’s results of operations to date, but if Clear Channel is increasingly unable to resolve such allegations or obtain acceptable arrangements in circumstances in which Clear Channel’s displays are subject to removal, modification or amortization, or if there occurs an increase in such regulations or their enforcement, Clear Channel’s operating results could suffer.

A number of state and local governments have implemented or initiated legislative billboard controls, including taxes, fees and registration requirements in an effort to decrease or restrict the number of outdoor signs and/or to raise revenues. While these controls have not had a material impact on Clear Channel’s business and financial results to date, Clear Channel expects state and local governments to continue these efforts. The increased imposition of these controls and Clear Channel’s inability to pass on the cost of these items to Clear Channel’s clients could negatively affect Clear Channel’s operating income.

International regulation of the outdoor advertising industry varies by region and country, but generally limits the size, placement, nature and density of out-of-home displays. Significant international regulations include the Law of December 29, 1979 in France, the Town and Country Planning (Control of Advertisements) Regulations 1992 in the United Kingdom, and Règlement Régional Urbain de l’agglomération Bruxelloise in Belgium. These laws define issues such as the extent to which advertisements can be erected in rural areas, the hours during which illuminated signs may be lit and whether the consent of local authorities is required to place a sign in certain communities. Other regulations limit the subject matter and language of out-of-home displays. For instance, the United States and most European Union countries, among other nations, have banned outdoor advertisements for tobacco products. Clear Channel’s failure to comply with these or any future international regulations could have an adverse impact on the effectiveness of Clear Channel’s displays or their attractiveness to clients as an advertising medium and may require Clear Channel to make significant expenditures to ensure compliance. As a result, Clear Channel may experience a significant impact on Clear Channel’s operations, revenues, international client base and overall financial condition.

Additional restrictions on outdoor advertising of tobacco, alcohol and other products may further restrict the categories of clients that can advertise using Clear Channel’s products.

Out-of-court settlements between the major U.S. tobacco companies and all 50 states, the District of Columbia, the Commonwealth of Puerto Rico and four other U.S. territories include a ban on the outdoor advertising of tobacco products. Other products and services may be targeted in the future, including alcohol products. Legislation regulating tobacco and alcohol advertising has also been introduced in a number of European countries in which Clear Channel conducts business and could have a similar impact. Any significant reduction in alcohol-related advertising due to content-related restrictions could cause a reduction in Clear Channel’s direct revenues from such advertisements and an increase in the available space on the existing inventory of billboards in the outdoor advertising industry.

Future acquisitions could pose risks.

Clear Channel may acquire media-related assets and other assets or businesses that Clear Channel believes will assist its customers in marketing their products and services. Clear Channel’s acquisition strategy involves numerous risks, including:

•

certain of Clear Channel’s acquisitions may prove unprofitable and fail to generate anticipated cash flows;

•

to successfully manage Clear Channel’s large portfolio of broadcasting, outdoor advertising and other properties, Clear Channel may need to:

•

recruit additional senior management as Clear Channel cannot be assured that senior management of acquired companies will continue to work for Clear Channel and, in this highly competitive labor market, Clear Channel cannot be certain that any of its recruiting efforts will succeed, and

•

expand corporate infrastructure to facilitate the integration of Clear Channel’s operations with those of acquired properties, because failure to do so may cause Clear Channel to lose the benefits of any expansion that it decides to undertake by leading to disruptions in Clear Channel’s ongoing businesses or by distracting its management;

•

entry into markets and geographic areas where Clear Channel has limited or no experience;

•

Clear Channel may encounter difficulties in the integration of operations and systems;

•

Clear Channel’s management’s attention may be diverted from other business concerns; and

•

Clear Channel may lose key employees of acquired companies or stations.

Clear Channel frequently evaluates strategic opportunities both within and outside Clear Channel’s existing lines of business. Clear Channel expects from time to time to pursue additional acquisitions and may decide to dispose of certain businesses. These acquisitions or dispositions could be material.

Capital requirements necessary to implement strategic initiatives could pose risks.

The purchase price of possible acquisitions and/or other strategic initiatives could require additional debt or equity financing on Clear Channel’s part. Since the terms and availability of this financing depend to a large degree upon general economic conditions and third parties over which Clear Channel has no control, Clear Channel can give no assurance that it will obtain the needed financing or that it will obtain such financing on attractive terms. In addition, Clear Channel’s ability to obtain financing depends on a number of other factors, many of which are also beyond Clear Channel’s control, such as interest rates and national and local business conditions. If the cost of obtaining needed financing is too high or the terms of such financing are otherwise unacceptable in relation to the strategic opportunity Clear Channel is presented with, Clear Channel may decide to forego that opportunity. Additional indebtedness could increase Clear Channel’s leverage and make it more vulnerable to economic downturns and may limit Clear Channel’s ability to withstand competitive pressures.

Clear Channel faces intense competition in the broadcasting and outdoor advertising industries.

Clear Channel’s business segments are in highly competitive industries, and it may not be able to maintain or increase Clear Channel’s current audience ratings and advertising and sales revenues. Clear Channel’s radio stations and outdoor advertising properties compete for audiences and advertising revenues with other radio stations and outdoor advertising companies, as well as with other media, such as newspapers, magazines, television, direct mail, satellite radio and Internet based media, within their respective markets. Audience ratings and market shares are subject to change, which could have the effect of reducing Clear Channel’s revenues in that market. Clear Channel’s competitors may develop services or advertising media that are equal or superior to those Clear Channel provides or that achieves greater market acceptance and brand recognition than Clear Channel achieves. It is possible that new competitors may emerge and rapidly acquire significant market share in any of Clear Channel’s business segments. An increased level of competition for advertising dollars may lead to lower advertising rates as Clear Channel attempts to retain customers or may cause Clear Channel to lose customers to Clear Channel’s competitors who offer lower rates that Clear Channel is unable or unwilling to match;

Clear Channel’s financial performance may be adversely affected by certain variables which are not in Clear Channel’s control.

Certain variables that could adversely affect Clear Channel’s financial performance by, among other things, leading to decreases in overall revenues, the numbers of advertising customers, advertising fees, or profit margins include:

•

unfavorable economic conditions, both general and relative to the radio broadcasting, outdoor advertising and all related media industries, which may cause companies to reduce their expenditures on advertising;

•

unfavorable shifts in population and other demographics which may cause Clear Channel to lose advertising customers as people migrate to markets where Clear Channel has a smaller presence, or which may cause advertisers to be willing to pay less in advertising fees if the general population shifts into a less desirable age or geographical demographic from an advertising perspective;

•

an increased level of competition for advertising dollars, which may lead to lower advertising rates as Clear Channel attempts to retain customers or which may cause Clear Channel to lose customers to Clear Channel’s competitors who offer lower rates that Clear Channel is unable or unwilling to match;

•

unfavorable fluctuations in operating costs which Clear Channel may be unwilling or unable to pass through to Clear Channel customers;

•

technological changes and innovations that Clear Channel is unable to adopt or is late in adopting that offer more attractive advertising or listening alternatives than what Clear Channel currently offers, which may lead to a loss of advertising customers or to lower advertising rates;

•

the impact of potential new royalties charged for terrestrial radio broadcasting which could materially increase Clear Channel’s expenses;

•

unfavorable changes in labor conditions which may require Clear Channel to spend more to retain and attract key employees; and

•

changes in governmental regulations and policies and actions of federal regulatory bodies which could restrict the advertising media which Clear Channel employs or restrict some or all of Clear Channel’s customers that operate in regulated areas from using certain advertising media, or from advertising at all.

New technologies may affect Clear Channel’s broadcasting operations.

Clear Channel’s broadcasting businesses face increasing competition from new broadcast technologies, such as broadband wireless and satellite television and radio, and new consumer products, such as portable digital audio players and personal digital video recorders. These new technologies and alternative media platforms compete with Clear Channel radio stations for audience share and advertising revenue, and in the case of some products, allow listeners and viewers to avoid traditional commercial advertisements. The FCC has also approved new technologies for use in the radio broadcasting industry, including the terrestrial delivery of digital audio broadcasting, which significantly enhances the sound quality of radio broadcasts. Clear Channel has converted approximately 441 of Clear Channel’s radio stations to digital broadcasting. Clear Channel is unable to predict the effect such technologies and related services and products will have on Clear Channel’s broadcasting operations, but the capital expenditures necessary to implement such technologies could be substantial and other companies employing such technologies could compete with Clear Channel’s businesses.

Clear Channel may be adversely affected by a general deterioration in economic conditions.

The risks associated with Clear Channel’s businesses become more acute in periods of a slowing economy or recession, which may be accompanied by a decrease in advertising. A decline in the level of business activity of Clear Channel’s advertisers could have an adverse effect on Clear Channel’s revenues and profit margins. During economic slowdowns in the United States, many advertisers have reduced their advertising expenditures. The impact of slowdowns on Clear Channel’s business is difficult to predict, but they may result in reductions in purchases of advertising.

Clear Channel may be adversely affected by the occurrence of extraordinary events, such as terrorist attacks.

The occurrence of extraordinary events, such as terrorist attacks, intentional or unintentional mass casualty incidents or similar events may substantially decrease the use of and demand for advertising, which may decrease Clear Channel’s revenues or expose it to substantial liability. The September 11, 2001 terrorist attacks, for example, caused a nationwide disruption of commercial activities. As a result of the expanded news coverage following the attacks and subsequent military actions, Clear Channel experienced a loss in advertising revenues and increased incremental operating expenses. The occurrence of future terrorist attacks, military actions by the United States, contagious disease outbreaks or similar events cannot be predicted, and their occurrence can be expected to further negatively affect the economies of the United States and other foreign countries where Clear Channel does business generally, specifically the market for advertising.

SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

Clear Channel Summary Historical Consolidated Financial Data

The following sets forth summary historical consolidated financial data for Clear Channel as of and for the five years ended December 31, 2007, and as of and for the three month periods ended March 31, 2008 and 2007. The summary historical consolidated financial data as of and for the five years ended December 31, 2007 are derived from audited consolidated financial statements and related notes of Clear Channel incorporated by reference in this proxy statement/prospectus. The financial data has been revised to reflect, for all periods presented, the reclassification of the assets, liabilities, revenues and expenses of Clear Channel’s television business and certain radio stations as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-lived Assets . The summary historical consolidated financial data as of and for the three month periods ended March 31, 2008 and 2007 are derived from unaudited consolidated financial statements and related notes incorporated by reference in this proxy statement/prospectus. The unaudited consolidated financial statements include all adjustments, consisting of normal recurring accruals, which Clear Channel considers necessary for a fair presentation of its consolidated financial position and its consolidated results of operations for these periods. Due to seasonality and other factors, operating results for the three month period ended March 31, 2008 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2008.

Acquisitions and dispositions significantly impact the comparability of the historical consolidated financial data reflected in this financial data. This information is only a summary and you should read the information presented below in conjunction with Clear Channel’s historical consolidated financial statements and related notes incorporated by reference into this proxy statement/prospectus, as well as the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Clear Channel’s annual and quarterly reports incorporated by reference into this proxy statement/prospectus, which qualify the information presented below in its entirety. See “Where You Can Find Additional Information” on page 196.


	Year Ended December 31,													Three Months Ended March 31,
	2007(1)		2006(2)			2005			2004			2003		2008		2007
														(Unaudited)		(Unaudited)
	(In thousands)
Statement of Operations:
Revenue	$	6,921,202	$	6,567,790		$	6,126,553		$	6,132,880		$	5,786,048	$	1,564,207	$	1,505,077
Operating expenses:
Direct operating expenses (excludes depreciation and amortization)		2,733,004		2,532,444			2,351,614			2,216,789			2,024,442		705,947		627,879
Selling, general and administrative expenses (excludes depreciation and amortization)		1,761,939		1,708,957			1,651,195			1,644,251			1,621,599		426,381		416,319
Depreciation and amortization		566,627		600,294			593,477			591,670			575,134		152,278		139,685
Corporate expenses (excludes depreciation and amortization)		181,504		196,319			167,088			163,263			149,697		46,303		48,150
Merger expenses		6,762		7,633			—			—			—		389		1,686
Gain on disposition of assets — net		14,113		71,571			49,656			43,040			7,377		2,097		6,947

Operating income		1,685,479		1,593,714			1,412,835			1,559,947			1,422,553		235,006		278,305
Interest expense		451,870		484,063			443,442			367,511			392,215		100,003		118,077
Gain (loss) on marketable securities		6,742		2,306			(702	)		46,271			678,846		6,526		395
Equity in earnings of nonconsolidated affiliates		35,176		37,845			38,338			22,285			20,669		83,045		5,264
Other income (expense) — net		5,326		(8,593	)		11,016			(30,554	)		20,407		11,787		(12	)


	Year Ended December 31,											Three Months Ended March 31,
	2007(1)		2006(2)		2005		2004			2003		2008		2007
												(Unaudited)		(Unaudited)
	(In thousands)
Income before income taxes, minority interest, discontinued operations and cumulative effect of a change in accounting principle		1,280,853		1,141,209		1,018,045		1,230,438			1,750,260		236,361		165,875
Income tax expense		441,148		470,443		403,047		471,504			753,564		66,581		70,466
Minority interest expense, net of tax		47,031		31,927		17,847		7,602			3,906		8,389		276

Income before discontinued operations and cumulative effect of a change in accounting principle		792,674		638,839		597,151		751,332			992,790		161,391		95,133
Income from discontinued operations, net(3)		145,833		52,678		338,511		94,467			152,801		638,262		7,089

Income before cumulative effect of a change in accounting principle		938,507		691,517		935,662		845,799			1,145,591		799,653		102,222
Cumulative effect of a change in accounting principle, net of tax of, $2,959,003 in 2004(4)		—		—		—		(4,883,968	)		—		—		—

Net income (loss)	$	938,507	$	691,517	$	935,662	$	(4,038,169	)	$	1,145,591	$	799,653	$	102,222

Net income (loss) per common share:
Basic:
Income before discontinued operations and cumulative effect of a change in accounting principle	$	1.60	$	1.27	$	1.09	$	1.26		$	1.61	$	.33	$	.19
Discontinued operations		.30		.11		.62		.16			.25		1.29		.02

Income before cumulative effect of a change in accounting principle		1.90		1.38		1.71		1.42			1.86		1.62		.21
Cumulative effect of a change in accounting principle		—		—		—		(8.19	)		—		—		—

Net income (loss)	$	1.90	$	1.38	$	1.71	$	(6.77	)	$	1.86	$	1.62	$	.21

Diluted:
Income before discontinued operations and cumulative effect of a change in accounting principle	$	1.60	$	1.27	$	1.09	$	1.26		$	1.60	$	.32	$	.19
Discontinued operations		.29		.11		.62		.15			.25		1.29		.02

Income before cumulative effect of a change in accounting principle		1.89		1.38		1.71		1.41			1.85		1.61		.21
Cumulative effect of a change in accounting principle		—		—		—		(8.16	)		—		—		—

Net income (loss)	$	1.89	$	1.38	$	1.71	$	(6.75	)	$	1.85	$	1.61	$	.21

Dividends declared per share	$	.75	$	.75	$	.69	$	.45		$	.20	$	—	$	.1875


	December 31,										March 31,
	2007		2006		2005		2004		2003		2008		2007
											(Unaudited)		(Unaudited)
	(In thousands)
Balance Sheet Data:
Current assets	$	2,294,583	$	2,205,730	$	2,398,294	$	2,269,922	$	2,185,682	$	2,679,319	$	2,065,806
Property, plant and equipment — net, including discontinued operations(5)		3,215,088		3,236,210		3,255,649		3,328,165		3,476,900		3,090,228		3,188,918
Total assets		18,805,528		18,886,455		18,718,571		19,959,618		28,352,693		19,053,211		18,686,330
Current liabilities		2,813,277		1,663,846		2,107,313		2,184,552		1,892,719		2,298,917		1,815,182
Long-term debt, net of current maturities		5,214,988		7,326,700		6,155,363		6,941,996		6,898,722		5,072,000		6,862,109
Shareholders’ equity		8,797,491		8,042,341		8,826,462		9,488,078		15,553,939		9,661,909		8,128,722

(1)

Effective January 1, 2007, Clear Channel adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes , or FIN 48. In accordance with the provisions of FIN 48, the effects of adoption were accounted for as a cumulative-effect adjustment recorded to the balance of retained earnings on the date of adoption.

(2)	Effective January 1, 2006, Clear Channel adopted FASB Statement No. 123(R), Share-Based Payment . In accordance with the provisions of Statement 123(R), Clear Channel elected to adopt the standard using the modified prospective method.

(3)

Includes the results of operations of Clear Channel’s live entertainment and sports representation businesses, which Clear Channel spun-off on December 21, 2005, Clear Channel’s television business which Clear Channel disposed of on March 14, 2008 and certain of Clear Channel’s non-core radio stations.

(4)

Clear Channel recorded a non-cash charge of $4.9 billion, net of deferred taxes of $3.0 billion, as a cumulative effect of a change in accounting principle during the fourth quarter of 2004 as a result of the adoption of EITF Topic D-108, Use of the Residual Method to Value Acquired Assets other than Goodwill .

(5)	Excludes the property, plant and equipment — net of Clear Channel’s live entertainment and sports representation businesses, which Clear Channel spun-off on December 21, 2005.

Unaudited Pro Forma Condensed Consolidated Financial Data

The following unaudited pro forma condensed consolidated financial data has been derived by the application of pro forma adjustments to Clear Channel’s audited historical consolidated financial statements for the year ended December 31, 2007 and Clear Channel’s unaudited historical consolidated financial statements for the three months ended March 31, 2008.

The following unaudited pro forma condensed consolidated financial data gives effect to the merger which will be accounted for as a purchase in conformity with Statement of Financial Accounting Standards No. 141, Business Combinations (“Statement 141”), and Emerging Issues Task Force Issue 88-16, Basis in Leveraged Buyout Transactions (“EITF 88-16”). As a result of the potential continuing ownership in Holdings by certain members of Clear Channel’s management and large shareholders, Holdings expects to allocate a portion of the consideration to the assets and liabilities at their respective fair values with the remaining portion recorded at the continuing shareholders’ historical basis. The pro forma adjustments are based on the preliminary assessments of allocation of the consideration paid using information available to date and certain assumptions believed to be reasonable. The allocation will be determined following the close of the merger based on a formal valuation analysis and will depend on a number of factors, including: (i) the final valuation of Clear Channel’s assets and liabilities as of the effective time of the merger, (ii) the number of equity securities which are subject to agreements between certain officers or employees of Clear Channel and Holdings pursuant to which such shares or options are to be converted into equity securities of Holdings in the merger, (iii) the identity of the shareholders who elect to receive Stock Consideration in the merger and the number of shares of Holdings Class A common stock allocated to them, after giving effect to the 30% aggregate cap and 11,111,112 share individual cap governing the Stock Election, (iv) the extent to which

Holdings determines that Additional Equity Consideration is needed, and (v) the historical basis of continuing ownership under EITF 88-16. Differences between the preliminary and final allocation may have a material impact on amounts recorded for total assets, total liabilities, shareholders’ equity and income (loss). For purposes of the unaudited pro forma condensed consolidated financial data, the management of Holdings has assumed that the fair value of equity after the merger is $3.4 billion. Based on the commitments of certain affiliated shareholders and discussions with certain other large shareholders that could materially impact the EITF 88-16 calculation, management assumed that Clear Channel shareholders will elect to receive Stock Consideration with a value of approximately $658.9 million in connection with the merger and an additional $390.1 million of Stock Consideration will be distributed as Additional Equity Consideration. Based on these assumptions, it is anticipated that 9.9% of each asset and liability will be recorded at historic carryover basis and 90.1% at fair value. For purposes of the pro forma adjustment, the historical book basis of equity was used as a proxy for historical or predecessor basis of the control group’s ownership. The actual predecessor basis will be used, to the extent practicable, in the final purchase adjustments.

The unaudited pro forma condensed consolidated balance sheet was prepared based upon the historical consolidated balance sheet of Clear Channel, adjusted to reflect the merger as if it had occurred on March 31, 2008.

The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2007 and the three months ended March 31, 2008 were prepared based upon the historical consolidated statements of operations of Clear Channel, adjusted to reflect the merger as if it had occurred on January 1, 2007.

The unaudited pro forma condensed consolidated statements of operations do not reflect nonrecurring charges that have been or will be incurred in connection with the merger, including (i) compensation charges of $44.0 million for the acceleration of vesting of stock options and restricted shares, (ii) certain non-recurring advisory and legal costs of $204.0 million, and (iii) costs for the early redemption of certain Clear Channel debt of $51.9 million. In addition, Clear Channel currently anticipates approximately $311.0 million will be used to fund certain liabilities and post closing transactions. These funds will be provided through either additional equity contributions from the Sponsors or their affiliates or Clear Channel’s available cash balances.

The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical financial statements and the notes thereto of Clear Channel included in this proxy statement/prospectus and the other financial information included herein.

The unaudited pro forma condensed consolidated data is not necessarily indicative of the actual results of operations or financial position had the above described transactions occurred on the dates indicated, nor are they necessarily indicative of future operating results or financial position.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AT MARCH 31, 2008


	Clear Channel Historical			Transaction Adjustments			Pro Forma
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	602,112		$	(168,897	) (G)	$	433,215
Accounts receivable, net		1,681,514			—			1,681,514
Prepaid expenses		125,387			—			125,387
Other current assets		270,306			43,015	(A),(B)		313,321

Total Current Assets	$	2,679,319		$	(125,882	)	$	2,553,437
Property, plant & equipment, net		3,074,741			148,701	(A)		3,223,442
Property, plant and equipment from discontinued operations, net		15,487			4,482	(A)		19,969
Definite-lived intangibles, net		489,542			437,067	(A)		926,609
Indefinite-lived intangibles — licenses		4,213,262			2,420,063	(A)		6,633,325
Indefinite-lived intangibles — permits		252,576			2,954,805	(A)		3,207,381
Goodwill		7,268,059			3,246,222	(A)		10,514,281
Goodwill and intangible assets from discontinued operations, net		31,889			3,263	(A)		35,152
Other assets:
Notes receivable		11,630			—			11,630
Investments in, and advances to, nonconsolidated affiliates		296,481			221,897	(A)		518,378
Other assets		361,281			134,826	(A),(B)		496,107
Other investments		351,216			—			351,216
Other assets from discontinued operations		7,728			—			7,728

Total Assets	$	19,053,211		$	9,445,444		$	28,498,655


LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable, accrued expenses and accrued interest	$	1,037,592		$	—		$	1,037,592
Current portion of long-term debt		869,631			—			869,631
Deferred income		242,861			—			242,861
Accrued income taxes		148,833			—			148,833

Total Current Liabilities		2,298,917			—			2,298,917
Long-term debt		5,072,000			13,919,095	(A),(C)		18,991,095
Other long-term obligations		167,775			—			167,775
Deferred income taxes		830,937			2,576,190	(A),(D)		3,407,127
Other long-term liabilities		560,945			(31,761	) (A),(E)		529,184
Minority interest		460,728			—			460,728
Shareholders’ equity
Common Stock		49,817			(49,817	) (F)		—
Class A common stock, par $.001 per share, 30.6 million shares authorized		—			32			32
Class B and C common stock, par $.001 per share, 71.4 million shares authorized		—			70			70
Additional paid-in capital		26,871,648			(24,227,921	) (F)		2,643,727	(G)
Retained deficit		(17,689,490	)		17,689,490	(F)		—
Accumulated other comprehensive income		436,544			(436,544	) (F)		—
Cost of shares held in treasury		(6,610	)		6,610	(F)		—

Total Shareholders’ Equity		9,661,909			(7,018,080	) (F)		2,643,829	(G)

Total Liabilities and Shareholders’ Equity	$	19,053,211		$	9,445,444		$	28,498,655

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2007


	Clear Channel Historical			Transaction Adjustments			Pro Forma
	(In thousands)
Revenue	$	6,921,202		$	—		$	6,921,202
Operating expenses:
Direct operating expenses (excludes depreciation and amortization)		2,733,004			—			2,733,004
Selling, general and administrative expenses (excludes depreciation and amortization)		1,761,939			—			1,761,939
Depreciation and amortization		566,627			115,324	(H)		681,951
Corporate expenses (excludes depreciation and amortization)		181,504			9,729	(K)		191,233
Merger expenses		6,762			(6,762	) (J)		—
Gain on disposition of assets — net		14,113			—			14,113

Operating income (loss)		1,685,479			(118,291	)		1,567,188
Interest expense		451,870			1,181,169	(I)		1,633,039
Gain on marketable securities		6,742			—			6,742
Equity in earnings of nonconsolidated affiliates		35,176			—			35,176
Other income (expense) — net		5,326			—			5,326

Income (loss) before income taxes and minority interest		1,280,853			(1,299,460	)		(18,607	)
Income tax (expense) benefit		(441,148	)		490,238	(D)		49,090
Minority interest expense, net of tax		47,031			—			47,031

Income (loss) from continuing operations	$	792,674		$	(809,222	)	$	(16,548	)

Basic EPS:
Income (loss) from continuing operations		1.60			(L	)		(.17	)
Diluted EPS:
Income (loss) from continuing operations		1.60			(L	)		(.17	)

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2008


	Clear Channel Historical			Transaction Adjustments			Pro Forma
	(In thousands)
Revenue	$	1,564,207		$	—		$	1,564,207
Operating expenses:
Direct operating expenses (excludes depreciation and amortization)		705,947			—			705,947
Selling, general and administrative expenses (excludes depreciation and amortization)		426,381			—			426,381
Depreciation and amortization		152,278			28,831	( H )		181,109
Corporate expenses (excludes depreciation and amortization)		46,303			2,432	( K )		48,735
Merger expenses		389			(389	) ( J )		—
Gain on disposition of assets — net		2,097			—			2,097

Operating income (loss)		235,006			(30,874	)		204,132
Interest expense		100,003			308,313	( I )		408,316
Gain on marketable securities		6,526			—			6,526
Equity in earnings of nonconsolidated affiliates		83,045			—			83,045
Other income (expense) — net		11,787			—			11,787

Income (loss) before income taxes and minority interest		236,361			(339,187	)		(102,826	)
Income tax (expense) benefit		(66,581	)		128,002	( D )		61,421
Minority interest expense, net of tax		8,389			—			8,389

Income (loss) from continuing operations	$	161,391		$	(211,185	)	$	(49,794	)

Basic EPS:
Income (loss) from continuing operations		.33			( L	)		(.52	)
Diluted EPS:
Income (loss) from continuing operations		.32			( L	)		(.52	)

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

The unaudited pro forma condensed consolidated financial data includes the following pro forma assumptions and adjustments.

(A) The pro forma adjustments include the fair value adjustments to assets and liabilities in accordance with Statement 141 and the historical basis of the continuing shareholders of the “control group” in accordance with EITF 88-16. The control group under EITF 88-16 includes members of management of Clear Channel who exchange pre-merger Clear Channel equity securities for shares of capital stock of Holdings and greater than 5% shareholders whose ownership has increased as a result of making a stock election in the merger. Based upon information currently available to Clear Channel, it is anticipated that the continuing aggregate ownership of the control group will be approximately 9.9%. However, the actual continuing aggregate ownership of the control group will not be determinable until after the consummation of the merger and will depend on a number of factors including the identity of the shareholders who elect to receive Stock Consideration and the actual fair value of equity after the merger.

The following table shows (i) the impact of the currently anticipated continuing aggregate ownership by the control group and (ii) the impact of each 100 basis point change in the continuing aggregate ownership by the control group on the pro forma balances of Holdings’ definite-lived intangibles, indefinite-lived intangibles, goodwill, total assets and total shareholders’ equity at March 31, 2008 and income (loss) from continuing operations for the year ended December 31, 2007 and the three months ended March 31, 2008.

Control Group Continuing Ownership


	9.9%			100 bps Increase			100 bps Decrease
	(In thousands)
Definite-lived intangibles, net	$	926,609		$	(4,851	)	$	4,851
Indefinite-lived intangibles — licenses		6,633,325			(26,859	)		26,859
Indefinite-lived intangibles — permits		3,207,381			(32,795	)		32,795
Goodwill		10,514,281			(33,388	)		33,388
Total assets		28,498,655			(102,093	)		102,093
Total shareholders’ equity		2,643,829			(82,664	)		82,664
Income (loss) from continuing operations for the year ended December 31, 2007		(16,548	)		2,071			(2,071	)
Income (loss) from continuing operations for the three months ended March 31, 2008		(49,794	)		518			(518	)

For purposes of the pro forma adjustments, the historical book basis of equity was used as a proxy for historical or predecessor basis of the control group’s ownership. The actual predecessor basis will be used, to the extent practicable, in the final purchase adjustments.

A summary of the merger is presented below:


	(In thousands)
Consideration for Equity(i)	$	17,928,262
Rollover of restricted stock awards		13,567
Estimated transaction costs		235,359

Total Consideration		18,177,188
Less: Net assets acquired		9,661,909
Less: Adjustment for historical carryover basis per EITF 88-16		818,369

Excess Consideration to Be Allocated	$	7,696,910

Allocation:
F air Value Adjustments:
Other current assets(B)	$	(4,108	)
Property, plant and equipment, net		148,701
Property, plant and equipment from discontinued operations, net		4,482
Definite-lived intangibles(ii)		437,067
Indefinite-lived intangibles — Licenses(iii)		2,420,063
Indefinite-lived intangibles — Permits(iii)		2,954,805
Goodwill and intangible assets from discontinued operations, net		3,263
Investments in, and advances to, nonconsolidated affiliates		221,897
Other assets(B)		(162,736	)
Long-term debt(C)		931,310
Deferred income taxes recorded for fair value adjustments to assets and liabilities(D)		(2,576,190	)
Other long term liabilities(E)		31,761
Termination of interest rate swaps(C)		40,373
Goodwill(iv)		3,246,222

Total Adjustments	$	7,696,910

(i)	Consideration for equity:


Total shares outstanding(1)		498,007
Multiplied by: Price per share(2)	$	36.00

	$	17,928,262

(1)	Total shares outstanding include 836.8 thousand equivalent shares subject to employee stock options.

(2)	Price per share is assumed to be $36.00 per share, which is equal to the amount of the Cash Consideration.

(ii)	Identifiable intangible assets acquired subject to amortization includes contracts amortizable over a weighted average amortization period of approximately 5.1 years.

(iii)

The licenses and permits were deemed to be indefinite-lived assets that can be separated from any other asset, do not have legal, regulatory, contractual, competitive, economic, or other factors that limit the useful lives and require no material levels of maintenance to retain their cash flows. As such, licenses and permits are not currently subject to amortization. Annually, the licenses and permits will be reviewed for impairment and useful lives evaluated to determine whether facts and circumstances continue to support an indefinite life for these assets.

(iv)	The pro forma adjustment to goodwill consists of:


Removal of historical goodwill	$	(7,268,059	)
Goodwill arising from the merger		10,514,281

	$	3,246,222

(B) These pro forma adjustments record the deferred loan costs of $344.7 million arising from the debt issued in conjunction with the merger, the removal of historical deferred loan costs, and adjustments for the liquidation of assets for a non-qualified employee benefit plan required upon a change of control as a result of the merger.

(C) This pro forma adjustment reflects long-term debt to be issued in connection with the merger and the fair value adjustments to existing Clear Channel long-term debt.


Total debt to be redeemed(i)	$	(1,519,860	)
Issuance of debt in merger(ii)		16,410,638
Fair value adjustment ($1,047,090 related to Clear Channel senior notes less $12,119 related to other fair value adjustments and $103,661 related to historical carryover basis per EITF 88-16)		(931,310	)
Less: termination of interest rate swaps in connection with the merger		(40,373	)

Debt adjustment ($13,919,095 long-term less $0 current portion)	$	13,919,095

(i)	Total Debt to be Redeemed:


Clear Channel bank credit facilities(1)	$	125,000
Clear Channel 7.650% senior notes due 2010		750,000
AMFM Operating Inc. 8% senior notes due 2008		644,860

Total	$	1,519,860

(1)	Pro forma balance of $125 million on Clear Channel bank credit facilities reflects the June 15, 2008 maturity of the Clear Channel 6.625% senior notes.

(ii)	Issuance of Debt in the Merger:


Senior secured credit facilities:
Revolving credit facility
Domestic based borrowing	$	—
Foreign subsidiary borrowings		80,000
Term loan A facility		1,425,000
Term loan B facility		10,700,000
Term loan C — asset sale facility		705,638
Delayed draw term loan facility		750,000
Receivables based facility		440,000
Senior Cash Pay Notes due 2016		980,000
Senior Toggle Notes due 2016		1,330,000

Total	$	16,410,638

Our senior secured credit facilities will provide for a $2.0 billion 6-year revolving credit facility, of which $150 million will be available in alternative currencies. We will have the ability to designate one or more of our foreign restricted subsidiaries as borrowers under a foreign currency sublimit of the revolving credit facility . Consistent with our international cash management practices, at or promptly after the closing of the transactions contemplated by the merger agreement, we expect one of our foreign subsidiaries to borrow $80 million under the revolving credit facility’s sublimit for foreign based subsidiary borrowings to refinance our existing foreign

subsidiary intercompany borrowings. The foreign based borrowings allow us to efficiently manage our liquidity needs in local countries mitigating foreign exchange exposure and cash movement among different tax jurisdictions. Based on estimated cash levels (including estimated cash levels of our foreign subsidiaries), we do not expect to borrow any additional amounts under the revolving credit facility at the closing of the transactions contemplated by the merger agreement.

The aggregate amount of the 6-year term loan A facility will be the sum of $1.115 billion plus the excess of $750 million over the borrowing base availability under our receivables based facility on the closing of the transactions contemplated by the merger agreement. The aggregate amount of our receivables based facility will correspondingly be reduced by the excess of $750 million over the borrowing base availability on the closing of the transactions contemplated by the merger agreement. Assuming that the borrowing base availability under the receivables based facility is $440 million, the term loan A facility would be $1.425 billion and the aggregate receivables based facility (without regard to borrowing base limitations) would be $690 million. However, our actual borrowing base availability may be greater or less than this amount.

Our senior secured credit facilities will provide for a $10.7 billion 7.5-year term loan B facility.

Our senior secured credit facilities will provide for a $705.6 million 7.5-year term loan C — asset sale facility. To the extent specified assets are sold prior to the closing of the transactions contemplated by the merger agreement, actual borrowings under the term loan C — asset sale facility will be reduced by the net cash proceeds received therefrom. Proceeds from the sale of specified assets after closing will be applied to prepay the term loan C — asset sale facility (and thereafter to any remaining term loan facilities) without right of reinvestment under our senior secured credit facilities. In addition, if the net proceeds of any other asset sales are not reinvested, but instead applied to prepay the senior secured credit facilities, such proceeds would first be applied to the term loan C — asset sale facility and thereafter pro rata to the remaining term loan facilities.

Our senior secured facilities will provide for two 7.5-year delayed draw term loans aggregating $1.25 billion. Proceeds from the delayed draw 1 term loan, available in the aggregate amount of $750 million, can only be used to redeem any of our existing 7.65% senior notes due 2010. Proceeds from the delayed draw 2 term loan, available in the aggregate amount of $500 million, can only be used to redeem any of our existing 4.25% senior notes due 2009. At close, we expect to borrow all amounts available to us under the delayed draw 1 term loan in order to redeem substantially all of our outstanding 7.65% senior notes. We do not expect to borrow any amount available to us under the delayed draw 2 term loan at close. Any unused commitment to lend will expire on September 30, 2010 in the case of the delayed draw 1 term loan and on the second anniversary of the close date in the case of the delayed draw 2 term loan.

Our $1.0 billion receivables based facility will have availability that is limited by a borrowing base. We estimate that borrowing base availability under the receivables based facility at the closing of the transactions contemplated by the merger agreement will be $440 million, although our actual availability may be greater or less than our estimation.

Our senior cash pay notes will be issued at the closing of the transactions contemplated by the merger agreement, in the aggregate principal amount of $980 million and will mature eight years from the date of issuance. Interest on the senior cash pay notes will accrue at a rate of 10.75% per annum and will be paid semi-annually.

Our senior toggle notes will be issued at the closing of the transactions contemplated by the merger agreement, in the aggregate principal amount of $1.33 billion and will mature eight years from the date of issuance. Interest will be paid semi-annually and we may elect to pay all or 50% of such interest on the senior toggle notes in cash or by increasing the principal amount of the senior toggle notes or by issuing new senior toggle notes, such increase or issuance being paid in kind (PIK) interest. Interest on the senior toggle notes payable in cash will accrue at a rate of 11.00% per annum and PIK interest will accrue at a rate of 11.75% per annum.

(D) Deferred income taxes in the unaudited pro forma condensed consolidated balance sheet are recorded at the statutory rate in effect for the various tax jurisdictions in which Clear Channel operates. Deferred income tax liabilities increased $2.6 billion on the unaudited pro forma consolidated balance sheet primarily due to the fair value adjustments for licenses, permits and other intangibles, partially offset by adjustments for deferred tax assets from net operating losses generated by transaction costs associated with the merger.

The pro forma adjustment for income tax expense was determined using statutory rates for the year ended December 31, 2007, and three months ended March 31, 2008.

(E) This pro forma adjustment is for the fair value adjustment of an existing other long-term liability and the payment of $38.1 million for a non-qualified employee benefit plan required upon a change of control as a result of the merger.

(F) These pro forma adjustments eliminate the historical shareholders’ equity to the extent that it is not carryover basis for the control group under EITF 88-16 (90.1% eliminated with 9.9% at carryover basis).

(G) Pro forma shareholders’ equity was calculated as follows:


	(In thousands)
Fair value of shareholders’ equity at March 31, 2008			$	17,928,262
Net cash proceeds from debt due to merger(i)				(14,479,631	)

Fair value of equity after merger(ii)			$	3,448,631

Pro forma shareholder’s equity under EITF 88-16
Fair value of equity after merger			$	3,448,631
Less: 9.9% of fair value of equity after merger ($3,448,631 multiplied by 9.9)%	(341,414	)
Plus: 9.9% of shareholders’ historical carryover basis (9,661,909 multiplied by 9.9)%	956,529
Less: Deemed dividend (14,479,631 multiplied by 9.9)%	(1,433,484	)

Adjustment for historical carryover basis per EITF 88-16				(818,369	)
Adjustment for rollover of restricted stock awards				13,567

Total pro forma shareholders’ equity under EITF 88-16(iii)			$	2,643,829

(i)	Net increase in debt in merger:


Issuance of debt in merger	$	16,410,638
Total debt redeemed		(1,519,860	)
Total decrease in cash		168,897
Estimated transaction and loan costs		(580,044	)

Total increase in debt due to merger	$	14,479,631

(ii)	For purposes of the unaudited pro forma condensed consolidated financial data, the management of Holdings has assumed that the fair value of equity after the merger is $3.4 billion.

(iii)

Total pro forma shareholders’ equity under EITF 88-16:


Class A common stock, par value $.001 per share	$	32
Class B and C common stock, par value $.001 per share		70
Additional paid-in capital		2,643,727

	$	2,643,829

(H) This pro forma adjustment is for the additional depreciation and amortization related to the fair value adjustments on property, plant and equipment and definite-lived intangible assets based on the estimated remaining useful lives ranging from two to twenty years for such assets.

(I) This pro forma adjustment is for the incremental interest expense resulting from the new capital structure resulting from the merger and the fair value adjustments to existing Clear Channel long-term debt.


	Year Ended December 31, 2007			Three Months Ended March 31, 2008
	(In thousands)
Interest expense on revolving credit facility(1)	$	14,476		$	3,619
Interest expense on receivables based facility(2)		23,356			5,895
Interest expense on term loan facilities(3)		867,229			216,807
Interest expense on senior notes(4)		251,650			62,913
Amortization of deferred financing fees and fair value adjustments on Clear Channel senior notes(5)		232,887			58,222
Reduction in interest expense on debt redeemed		(208,429	)		(39,143	)

Total pro forma interest adjustment	$	1,181,169		$	308,313

(1)

Pro forma interest expense reflects an $80 million outstanding balance on the $2.0 billion revolving credit facility at a rate equal to an applicable margin (assumed to be 3.4%) over LIBOR (assumed to be 2.7%) plus a commitment fee of 0.5% on the assumed undrawn balance of the revolving credit facility. For each 0.125% per annum change in LIBOR, annual interest expense on the revolving credit facility would change by $0.1 million.

(2)

Reflects pro forma interest expense on the receivables based facility at a rate equal to an applicable margin (assumed to be 2.4%) over LIBOR (assumed to be 2.7%) and assumes a commitment fee of 0.375% on the unutilized portion of the receivables based facility. For each 0.125% per annum change in LIBOR, annual interest expense on the receivables based facility would change by $0.6 million.

(3)

Reflects pro forma interest expense on the term loan facilities at a rate equal to an applicable margin over LIBOR. The pro forma adjustment assumes margins of 3.4% to 3.65% and LIBOR of 2.7%. Assumes a commitment fee of 1.82% on the unutilized portion of the delayed draw term loan facilities. For each 0.125% per annum change in LIBOR, annual interest expense on the term loan facilities would change by $17.0 million.

(4)	Assumes a fixed rate of 10.75% on the senior cash pay notes and a fixed rate of 11.00% on the senior toggle notes.

(i)

These pro forma financial statements include the assumptions that interest expense is calculated at the rates under each tranche of the debt per the Financing Agreements and that the PIK Election has not been made in all available periods to the fullest extent possible.

The table below quantifies the effects for all periods presented of two possible alternate scenarios available to Clear Channel with regard to the payment of required interest, a) paying 100% PIK for all periods presented and b) electing to pay 50% in cash and 50% through use of the PIK Election for all periods presented:


	100% PIK				50% Cash/50% PIK
	Increase in Interest Expense		Increase in Net Loss		Increase in Interest Expense		Increase in Net Loss
Year ended December 31, 2007	$	14,566	$	9,031	$	7,283	$	4,515
Three months ended March 31, 2008	$	7,219	$	4,476	$	3,610	$	2,238

The use of the 100% PIK Election will increase cash balances by approximately $146 million, net of tax, in the first year that the debt is outstanding. The use of the 50% cash pay / 50% PIK pay election will increase cash balances by approximately $73 million, net of tax, in the first year that the debt is outstanding.

(5)	Represents debt issuance costs associated with our new bank facilities amortized over 6 years for the receivables based facility and the revolving credit facility, 6.0 to 7.5 years for the term loan facilities and 8 years for the senior notes.

(J) This pro forma adjustment reverses merger expenses as they are non-recurring charges incurred in connection with the merger.

(K) This pro forma adjustment records non-cash compensation expense of $9.7 million and $2.4 million for the year ended December 31, 2007 and the three months ended March 31, 2008, respectively, associated with common stock options of Holdings that will be granted to certain key executives upon completion of the merger in accordance with new employment agreements described elsewhere in this proxy statement/prospectus. The assumptions used to calculate the fair value of these awards were consistent with the assumptions used by Clear Channel disclosed in its Form 10-K for the year ended December 31, 2007. It is likely that actual results will differ from these estimates due to changes in the underlying assumptions and the pro forma results of operations could be materially impacted.

(L) There is no dilutive effect related to stock options and other potentially dilutive securities on weighted average shares outstanding as a pro forma loss from continuing operations is reported for the year ended December 31, 2007 and three months ended March 31, 2008. Pro forma basic and diluted shares are 96 million.

CONTRACTUAL OBLIGATIONS; INDEBTEDNESS AND

DIVIDEND POLICY FOLLOWING THE MERGER

On a pro forma basis, we will be highly leveraged and a substantial portion of our liquidity needs will arise from debt service on indebtedness incurred in connection with the merger and from the funding of our costs of operations, working capital and capital expenditures.

As of March 31, 2008, we would have had outstanding approximately $19.9 billion of total indebtedness (reduced by the $0.9 billion of fair value adjustments reflected in the pro forma balance sheet), including contractual indebtedness anticipated to be incurred by Merger Sub (with an assumption by Clear Channel by action of the merger) or Clear Channel in connection with the merger and existing indebtedness of Clear Channel to survive the merger. Cash paid for interest during the twelve months ended March 31, 2008, would have been $1.4 billion on a pro forma basis.

Contractual Obligations


	Payment Due by Period
	Total		Less Than 1 Year		1 to 3 Years		3 to 5 Years		More Than 5 Years
	(In thousands)
Long-term Debt(1)
Existing notes and new debt	$	20,810,638	$	125,000	$	1,008,820	$	2,065,990	$	17,610,828
Other debt		118,516		97,535		15,540		1,433		4,008
Interest payments on debt		9,880,635		1,115,068		3,834,589		2,503,121		2,427,857
Non-Cancelable Operating leases		2,748,676		321,657		655,213		486,677		1,285,129
Non-Cancelable Contracts		3,269,191		656,134		1,105,389		697,861		809,807
Employment/Talent Contracts		569,569		280,913		217,944		66,050		4,662
Capital Expenditures		203,240		133,350		55,526		11,648		2,716
Other obligations(2)		248,852		12,200		13,424		107,429		115,799

Total(3)	$	37,849,317	$	2,741,857	$	6,906,445	$	5,940,209	$	22,260,806

(1)	Long-term Debt excludes $0.9 billion of fair value purchase accounting adjustments made in the pro forma balance sheet.

(2)

Other obligations consist of $71.2 million related to asset retirement obligations recorded pursuant to Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations , which assumes the underlying assets will be removed at some period over the next 50 years. Also included is $103.0 million related to the maturity value of loans secured by forward exchange contracts that we accrete to maturity using the effective

interest method and can be settled in cash or the underlying shares. These contracts had an accreted value of $88.2 million and the underlying shares had a fair value of $114.5 million recorded on our consolidated balance sheets at March 31, 2008. Also included in the table is $39.8 million related to retirement plans and $12.2 million related to unrecognized tax benefits recorded pursuant to Financial Accounting Standard Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes .

(3)

Excluded from the table is $464.3 million related to various obligations with no specific contractual commitment or maturity, $232.8 million of which relates to unrecognized tax benefits recorded pursuant to Financial Accounting Standard Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes .

We believe that cash generated from operations, together with amounts available under the senior secured credit facilities, receivables-backed credit facility and other available financing arrangements will be adequate to permit us to meet our debt service obligations, ongoing costs of operations, working capital needs and capital expenditure requirements for at least the next 12 months. While we have no reason to believe that we will not have sufficient cash and other resources to fund and meet our obligations beyond such period, future financial and operating performance, ability to service or refinance our debt and ability to comply with covenants and restrictions contained in our debt agreements will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. See “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Information”.

Indebtedness

As of March 31, 2008, we had outstanding debt in the principal amount of approximately $5,913 million, of which $4,394 million will be assumed in connection with the merger and Financing (assuming the purchase of 100% of the Repurchased Existing Notes pursuant to the tender offers described below). In arranging the financing for the merger and related transactions, Merger Sub entered into definitive agreements providing $19,080 million in aggregate debt financing consisting of a senior secured credit facility, a receivables based facility and the issuance of new senior notes (the “Debt Financing”).

Senior Secured Credit Facilities: $13,770 million of term loan facilities and $2,000 million revolving credit facility. The revolving credit facility and a portion of the term loan facilities will have a maturity of 6 years and the remainder will have a maturity of 7.5 years. Within the term loan facilities, up to $1,250 million will be available during the two-year period following the closing to repay certain existing Clear Channel senior notes at their maturity. The revolving credit facility will be available to finance working capital needs and general corporate purposes of Clear Channel, including to finance the repayment of any Clear Channel senior notes. If availability under the receivables based credit facility is less than $750 million on the closing of the merger due to borrowing base limitations, the term loan facilities will be increased by the amount of such shortfall. The term loan facilities provide for quarterly amortization commencing after the second or third anniversary of the merger. The senior secured credit facilities will bear interest at a rate per annum equal to, at the borrower’s option, LIBOR or base rate, plus an applicable margin. Customary unutilized commitment and facility fees will be paid on the undrawn portions under the senior secured credit facilities.

Receivables Based Credit Facility: a receivables based revolving credit facility with a maturity of 6 years. Availability under the receivables based credit facility will be limited by a borrowing base. If availability under the receivables based credit facility is less than $750 million on the closing date, the senior secured credit facilities will be increased by the amount of such shortfall and the maximum availability under the receivables based credit facility will be reduced by a corresponding amount. The receivables based credit facilities will bear interest at a rate per annum equal to, at the borrower’s option, LIBOR or base rate, plus an applicable margin. Customary unutilized commitment fees will be paid on the undrawn portion under the receivables based credit facility.

New Senior Notes: $980 million of 10.75% senior cash pay notes due 2016 and $1,330 million of 11.00%/11.75% senior toggle notes due 2016. Cash interest on the senior toggle notes will accrue at a rate of 11.00% per annum, and payment-in-kind interest will accrue at a rate of 11.75% per annum. Clear Channel may elect, at its option, to pay interest on the senior toggle notes entirely in cash or to pay all or one-half of such interest in kind by increasing the principal amount of the senior toggle notes. The new senior notes will be redeemable on and after the interest payment date in 2012 that is closest to the fourth anniversary of the issue date, at specified premiums. Prior to such date, the new senior notes will be redeemable upon payment of a “make-whole premium”.

The arrangements governing the Debt Financing contain customary representations and warranties, affirmative and negative covenants, events of default, mandatory prepayment or redemption requirements and other provisions customary for the type of Debt Financing. Covenants include, among others, restrictions on the ability of Clear Channel and its restricted subsidiaries to incur indebtedness and liens, dispose of assets, enter into mergers, make dividends and other payments in respect of capital stock of Clear Channel, make acquisitions and investments and make payments of certain debt. The senior secured credit facilities also contain a senior secured leverage maintenance test and an event of default upon a change of control. The Debt Financing will be guaranteed by material wholly owned domestic subsidiaries of Clear Channel (subject to certain exceptions).

The availability of the Debt Financing is not conditioned on, nor does it require, (i) the acquisition of the outstanding public shares of Clear Channel Outdoor or (ii) any changes to the existing cash management and intercompany arrangements between Clear Channel and Clear Channel Outdoor, the provisions of which are described in Clear Channel Outdoor’s SEC filings. The consummation of the merger will not give Clear Channel Outdoor the right to terminate these arrangements and Clear Channel may continue to use the cash flow of Clear Channel Outdoor pursuant to the terms of these arrangements, which may include making interest and principal payments on the Debt Financings and other purposes.

Debt Offers. Under the merger agreement, Clear Channel and AMFM Operating Inc. have commenced tender offers to purchase Clear Channel’s existing 7.65% senior notes due 2010 and AMFM Operating Inc.’s existing 8% senior notes due 2008 (the “Repurchased Existing Notes”). As part of the debt tender offers, Clear Channel and AMFM Operating Inc. have solicited the consent of the holders to amend, eliminate or waive certain sections of the applicable indenture governing the Repurchased Existing Notes.

The availability of the Debt Financing is subject to certain closing conditions (as set forth below under “Financing — Debt Financing”).

Dividend Policy

We currently do not intend to pay regular quarterly cash dividends on the shares of 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 common stock, we will pay a pro rata dividend to holders of all classes of our 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. Clear Channel’s debt financing arrangements are expected to include restrictions on its ability to pay dividends and make other payments to Holdings. 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.

DESCRIPTION OF BUSINESS OF HOLDINGS

Holdings was formed in anticipation of the merger for the sole purpose of owning the equity securities of Clear Channel. As a result the assets and business of Holdings will consist almost exclusively of those of Clear Channel.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CC MEDIA HOLDINGS, INC.

Holdings was formed by the Sponsors in May 2007 for the purpose of acquiring Clear Channel. It has not conducted any activities to date other than activities incident to its formation and in connection with the transactions contemplated by the merger agreement. Holdings does not have any assets or liabilities other than as contemplated by the merger agreement, including contractual commitments it has made in connection therewith. Clear Channel will become an indirect wholly owned subsidiary of Holdings upon consummation of the merger, and the business of Holdings after the merger will be that of Clear Channel and its subsidiaries. Management’s Discussion and Analysis of the Financial Condition and Results of Operations of Clear Channel is set forth in Clear Channel’s Annual Report on Form 10-K for the year ended December 31, 2007, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, and its Current Reports on Form 8-K filed May 9, 2008, May 14, 2008, May 23, 2008, May 29, 2008, May 30, 2008, and June 12, 2008 each of which are incorporated by reference herein.

BOARD OF DIRECTORS AND MANAGEMENT OF HOLDINGS

The following section sets forth information as of May 30, 2008, regarding individuals who currently serve as our directors and executive officers, as well as those individuals who we expect to serve as our directors and executive officers following consummation of the merger.

Current Board of Directors and Executive Officers

Our board of directors is currently composed of eight directors. Each director is elected to a term of one year. The following table sets forth information regarding our current executive officers and directors.


Name	Age	Position
Scott M. Sperling	50	President and Director
Steve Barnes	48	Director
Richard J. Bressler	50	Director
Charles A. Brizius	39	Director
John Connaughton	42	Director
Ed Han	33	Director
Ian K. Loring	42	Director
Kent R. Weldon	41	Director

Anticipated Board of Directors and Executive Officers

Following the consummation of the merger, we will increase the size of our board of directors from eight to twelve members. Holders of our Class A common stock, voting as a separate class, will be entitled to elect two members of the board. However, since the Sponsors and their affiliates will hold a majority of the outstanding capital stock and voting power of Holdings after the merger, the holders of our Class A common stock will not have the voting power to elect the remaining 10 members of our board. Pursuant to the Highfields Voting Agreement, immediately following the effective time of the merger one of the members of the board who is to be elected by holders of our Class A common stock will be selected by Highfields Management, which member will be named to Holdings’ nominating committee and who the parties to the Highfields Voting Agreement have agreed will be Mr. Jonathon Jacobson, and the other director will be selected by the nominating committee of Holdings after consultation with Highfields Management, who the parties to the Highfields Voting Agreement have agreed will be Mr. David Abrams. These directors will serve until our next shareholders meeting. In addition, until the Highfields Funds own less than five percent of the outstanding voting securities of Holdings issued as Stock Consideration, Holdings will nominate two candidates for election by the holders of Class A common stock, of which one candidate (who initially will be Mr. Jonathon Jacobson) will be selected by Highfields Management (which candidate will serve on our nominating committee and initially will be Mr. Jonathon Jacobson, who is associated with Highfields Management) and one candidate will be selected by Holdings’ nominating committee after consultation with Highfields Management (which candidate initially will be Mr. David Abrams, who is associated

with the Abrams Investors). Holdings has also agreed to recommend and solicit proxies for the election of such candidates, and, to the extent authorized by stockholders granting proxies, to vote the securities represented by all proxies granted to stockholders in favor of such candidates.

The following table sets forth information regarding the individuals who are expected to serve as our directors and executive officers following consummation of the merger.


Name	Age	Position
Mark P. Mays	44	Director and Chief Executive Officer
Randall T. Mays	42	Director and President
Scott M. Sperling	50	Director
Steve Barnes	48	Director
Richard J. Bressler	50	Director
Charles A. Brizius	39	Director
John Connaughton	42	Director
Ed Han	33	Director
Ian K. Loring	42	Director
Kent R. Weldon	41	Director
Jonathon S. Jacobson	46	Director
David Abrams	47	Director
L. Lowry Mays	72	Chairman Emeritus
Paul J. Meyer	65	Global President and Chief Operating Officer — Clear Channel Outdoor, Inc.
John E. Hogan	51	President/Chief Executive Officer — Clear Channel Radio

Biographies

David Abrams is the managing partner of Abrams Capital, a Boston-based investment firm he founded in 1998. Abrams Capital manages approximately $3.8 billion in assets across a wide spectrum of investments. Mr. Abrams serves on the board of directors of Crown Castle International, Inc. (NYSE: CCI) and several private companies and also serves as a Trustee of Berklee College of Music and Milton Academy. He received a BA from the University of Pennsylvania.

Steve Barnes has been associated with Bain Capital Partners, LLC since 1988 and has been a Managing Director since 2000. In addition to working for Bain Capital Partners, LLC, he also held senior operating roles of several Bain Capital portfolio companies including Chief Executive Officer of Dade Behring, Inc., President of Executone Business Systems, Inc., and President of Holson Burnes Group, Inc. Prior to 1988, he held several senior management positions in the Mergers & Acquisitions Support Group of PricewaterhouseCoopers. Mr. Barnes presently serves on several boards including Ideal Standard, Sigma Kalon, CRC, Accellent and Unisource. He is also active in numerous community activities including being a member of the Board of Director’s of Make-A-Wish Foundation of Massachusetts, the United Way of Massachusetts Bay, the Trust Board of Children’s Hospital in Boston, the Syracuse University School of Management Corporate Advisory Council and the Executive Committee of the Young President’s Organization in New England. He received a B.S. from Syracuse University and is a Certified Public Accountant.

Richard J. Bressler is a Managing Director of Thomas H. Lee Partners, L.P. Prior to joining Thomas H. Lee Partners, L.P., Mr. Bressler was the Senior Executive Vice President and Chief Financial Officer of Viacom Inc., with responsibility for managing all strategic, financial, business development and technology functions. Prior to that, Mr. Bressler served in various capacities with Time Warner Inc., including as Chairman and Chief Executive Officer of Time Warner Digital Media. He also served as Executive Vice President and Chief Financial Officer of Time Warner Inc. Before joining Time Inc., Mr. Bressler was a partner with the accounting firm of Ernst & Young. Mr. Bressler is currently a director of American Media, Inc., Gartner, Inc., The Nielsen Company and Warner Music Group.

Charles A. Brizius is a Managing Director of Thomas H. Lee Partners, L.P. Prior to joining Thomas H. Lee Partners, L.P., Mr. Brizius worked in the Corporate Finance Department at Morgan Stanley & Co. Incorporated. Mr. Brizius has also worked as a securities analyst at The Capital Group Companies, Inc. and as an accounting intern at Coopers & Lybrand. Mr. Brizius is currently a director of Ariel Holdings Ltd. His prior directorships include Big V Supermarkets, Inc., Eye Care Centers of America, Inc., Spectrum Brands, Inc., Front Line Management Companies, Inc., Houghton Mifflin Company, TransWestern Publishing, United Industries Corporation and Warner Music Group. Mr. Brizius holds a B.B.A., magna cum laude , in Finance and Accounting from Southern Methodist University and an M.B.A. from the Harvard Graduate School of Business Administration. Mr. Brizius presently serves as President of the Board of Trustees of The Institute of Contemporary Art, Boston, Trustee of the Buckingham Browne & Nichols School and Board Member of The Steppingstone Foundation — a non-profit organization that develops programs which prepare urban schoolchildren for educational opportunities that lead to college.

Ed Han first joined Bain Capital Partners, LLC in 1998, and is currently a Principal of the firm. Prior to joining Bain Capital Partners, LLC, Mr. Han was a consultant at McKinsey & Company. Mr. Han received a B.A. from Harvard College and an M.B.A. from the Harvard Graduate School of Business Administration.

Jonathon S. Jacobson founded Highfields Capital Management, a Boston-based investment firm that currently manages over $11 billion for endowments, foundations and high net worth individuals, in July 1998. Prior to founding Highfields, he was a senior equity portfolio manager at Harvard Management Company, Inc. for eight years. At HMC, Mr. Jacobson concurrently managed both a U.S. and an Emerging Markets equity fund. Prior to that, Mr. Jacobson spent three years in the Equity Arbitrage Group at Lehman Brothers and two years in investment banking at Merrill Lynch in New York. Mr. Jacobson received an M.B.A. from the Harvard Business School in 1987 and graduated magna cum laude with a B.S. in Economics from the Wharton School, University of Pennsylvania in 1983. In September 2007, he was named to the Asset Managers’ Committee of the President’s Working Group on Financial Markets, which was formed to foster a dialogue with the Federal Reserve Board and Department of the Treasury on issues of significance to the investment industry. He is Trustee of Brandeis University, where he is a member of both the Executive and Investment Committees, and Gilman School, where he also serves on the investment committee. He also serves on the boards of the Birthright Israel Foundation and Facing History and Ourselves and is a member of the Board of Dean’s Advisors at the Harvard Business School.

telecommunications industries. Mr. Loring serves on the Boards of Directors of Warner Music Group, NXP and Cumulus Media Partners, LLC, as well as other private companies. Mr. Loring received a B.A. from Trinity College and an MBA from the Harvard Graduate School of Business Administration.

Scott M. Sperling is Co-President of Thomas H. Lee Partners, L.P. Mr. Sperling’s current and prior directorships include Hawkeye Holdings, Thermo Fisher Corp., Warner Music Group, Experian Information Solutions, Fisher Scientific, Front Line Management Companies, Inc., Houghton Mifflin Co., The Learning Company, LiveWire, LLC, PriCellular Corp., ProcureNet, ProSiebenSat.1, Tibbar, LLC, Wyndham Hotels and several other private companies. Prior to joining Thomas H. Lee Partners, L.P., Mr. Sperling was Managing Partner of The Aeneas Group, Inc., the private capital affiliate of Harvard Management Company, for more than ten years. Before that he was a senior consultant with the Boston Consulting Group. Mr. Sperling is also a director of several charitable organizations including the Brigham & Women’s / Faulkner Hospital Group, The Citi Center for Performing Arts and Wang Theater and Harvard Business School’s Rock Center for Entrepreneurship.

Kent R. Weldon is a Managing Director of Thomas H. Lee Partners, L.P. Prior to joining Thomas H. Lee Partners, L.P., Mr. Weldon worked at Morgan Stanley & Co. Incorporated in the Financial Institutions Group. Mr. Weldon also worked at Wellington Management Company, an institutional money management firm. Mr. Weldon is currently a director of Michael Foods, Nortek Inc. and Progressive Moulded Products. His prior directorships include FairPoint Communications, Inc. and Fisher Scientific. Mr. Weldon holds a B.A., summa cum laude , in Economics and Arts and Letters Program for Administrators from the University of Notre Dame and an M.B.A. from the Harvard Graduate School of Business Administration.

L. Lowry Mays is the founder of Clear Channel and was its Chairman and Chief Executive Officer from February 1997 to October 2004. Since that time, Mr. L. Lowry Mays has served as Clear Channel’s Chairman of the Board. He has been one of its directors since Clear Channel’s inception. L. Mr. L. Lowry Mays is the father of Mark P. Mays, currently Clear Channel’s Chief Executive Officer, and Randall T. Mays, currently Clear Channel’s President/Chief Financial Officer.

John E. Hogan was appointed Chief Executive Officer of Clear Channel Radio in August 2002. Prior thereto he was Chief Operating Officer of Clear Channel Radio for the remainder of the relevant five-year period.

Committees of the Board of Directors

We anticipate establishing three committees: a compensation committee, an audit committee, and a nominating and governance committee. As of the date of this proxy statement/prospectus none of these committees have been formed nor have the charters that will govern their operations been adopted. Holdings has agreed that until the termination of the Highfields Voting Agreement and subject to the fiduciary duties of Holdings’ board of directors, Holdings shall cause at least one of the independent directors to be appointed to each of the committees of Holdings board of directors, and if such independent director shall cease to serve as a director of Holdings or otherwise is unable to fulfill his or her duties on any such committee, Holdings shall cause the director to be succeeded by another independent director.

Director Compensation

Directors who are not officers or employees of Holdings may receive customary retainers for their service on the board of directors and/or committees of the board and may receive shares or options to purchase shares of our Class A common stock as determined by the board of directors. Other than with respect to Randall T. Mays and Mark P. Mays, we do not anticipate paying retainers or granting stock or options to directors who are also officers or employees of Holdings.

Compensation and Governance Committee Interlocks and Insider Participation

As of the date of this proxy statement/prospectus we have not established either our compensation committee or nominating and governance committee. None of the individuals who we anticipate will serve as our executive officers currently serves as a member of the board of directors or compensation committee of any entity that has an executive officer who will serve on our board of directors.

Independence of Directors

Except for the individuals that we identify below, none of the individuals we anticipate will serve as members of Holdings’ board of directors following consummation of the merger will be considered independent under the listing standards of the NYSE though Holdings Class A common stock will not be listed on the NYSE and will not be subject to the NYSE’s listing standards. We expect that Mr. Jonathon Jacobson and Mr. David Abrams will be considered independent directors under the applicable securities laws, executive compensation requirements, and stock exchange listing standards.

Compensation of our Named Executive Officers

We have not disclosed the historical compensation information with respect to the individuals we anticipate will serve as our named executive officers (including our principal executive officer and our principal financial officer) since we are of the view that, as a new publicly held company, the disclosure of historical compensation for these individuals would not accurately reflect the compensation programs and philosophies that we intend to implement following the consummation of the merger. We are in the process of adopting and will continue to develop our own compensation programs and anticipate that each of the individuals who we anticipate will be named executive officers will be covered by these programs following consummation of the merger, except as noted below. A more detailed description of our anticipated compensation program can be found below under the heading “Compensation Discussion and Analysis.” In addition, for a description of our employment agreements with our named executive officers, see “Employment Agreements with Named Executive Officers.”

Compensation Discussion and Analysis

Introduction

The following is a discussion of the executive compensation program that we expect to put in place following consummation of the merger. Though certain aspects of the program are set to be implemented upon consummation of the merger, the program as a whole will not be finalized until after we consummate the merger and will be subject to the review and approval of our compensation committee.

Overview and Objectives of Holdings’ Compensation Program

We believe that compensation of our executive and other officers and senior managers should be directly and materially linked to operating performance. The fundamental objective of our compensation program is to attract, retain and motivate top quality executive and other officers through compensation and incentives which are competitive with the various labor markets and industries in which we compete for talent and which align the interests of our officers and senior management with the interests of our shareholders.

Overall, our compensation program will be designed to:

•

support our business strategy and business plan by clearly communicating what is expected of executives with respect to goals and results and by rewarding achievement;

•

recruit, motivate and retain executive talent; and

•

create a strong performance alignment with shareholders.

We seek to achieve these objectives through a variety of compensation elements:

•

annual base salary;

•

an annual incentive bonus, the amount of which is dependent on Holdings’ operating performance and, for most executives, individual performance during the prior fiscal year;

•

long-term incentive compensation, delivered in the form of stock options grants, restricted stock awards and cash (or some combination thereof) that is designed to align executive officers’ interests over a multi-year period directly with those of shareholders by rewarding outstanding performance and providing long-term incentives; and

•

other executive benefits and perquisites.

Compensation Practices

We anticipate that the compensation committee will annually determine total compensation, as well as the individual components of such compensation, for each of our named executive officers, except for Paul J. Meyer, President and Chief Executive Officer of Clear Channel Outdoor Holdings, Inc. (“CCOH”), a publicly traded indirect subsidiary of Holdings. Mr. Meyer’s compensation will be determined by CCOH’s compensation committee. Accordingly, any references contained in this Compensation Discussion and Analysis regarding the compensation committee and any subcommittee thereof making compensation decisions with respect to our executive officers excludes Mr. Meyer.

We anticipate that compensation objectives will be developed based on market pay data from proxy statements and other sources, when available, of leading media companies identified as our key competitors for business and/or executive talent (“Media Peers”). Individual pay components and total compensation will be benchmarked against the appropriate Media Peers.

In connection with the merger agreement, the Fincos and L. Lowry Mays, Clear Channel’s current Chairman of the Board of Directors, Mark P. Mays, Clear Channel’s current Chief Executive Officer, and Randall T. Mays, Clear Channel’s current President/Chief Financial Officer, entered into a letter agreement (the “Letter Agreement”), which provides that L. Lowry Mays’, Mark P. Mays’ and Randall T. Mays’ existing employment agreements with Clear Channel will be terminated effective at the effective time of the merger and replaced with new five-year employment agreements with Holdings pursuant to which L. Lowry Mays will be employed as Chairman Emeritus of the Board of Directors, Mark P. Mays as Chief Executive Officer and Randall T. Mays as President. We anticipate that following consummation of the merger the compensation of each of the other named executive officers will be governed by their existing employment agreements with Clear Channel. The employment agreements for each of our named executive officers generally set forth information regarding base salary, annual incentive bonus, long-term incentive compensation and other employee benefits. All compensation decisions with respect to the named executive officers will be made within the scope of their respective employment agreements. For a further description of the employment agreements of our named executive officers, please refer to the “Employment Agreements with the Named Executive Officers” section of this proxy statement/prospectus. In making decisions with respect to each element of executive compensation, we expect our compensation committee will consider the total compensation that may be awarded to the officer, including salary, annual bonus and long-term incentive compensation. Multiple factors may be considered in determining the amount of total compensation (the sum of base salary, annual incentive bonus and long-term incentive compensation delivered through stock option grants and restricted stock awards) to award the executive officers each year. Among these factors may be:

•

how proposed amounts of total compensation to our executives compare to amounts paid to similar executives by Media Peers both for the prior year and over a multi-year period;

•

the value of any stock options and shares of restricted stock previously awarded;

•

internal pay equity considerations; and

•

broad trends in executive compensation generally.

In addition, in reviewing and approving employment agreements for named executive officers, the compensation committee may consider the other benefits to which the officer may be entitled by his/her employment agreement, including compensation payable upon termination of the agreement under a variety of circumstances.

We expect the compensation committee’s goal will be to award compensation that is reasonable when all elements of potential compensation are considered.

The initial compensation for our named executive officers will be consistent with the level of compensation each receives under his existing employment agreement with Clear Channel. Compensation will be reviewed by our compensation committee on an annual basis and at the time of promotion or other change in responsibilities. Increases in salary will based on subjective evaluation of such factors as the level of responsibility, individual performance, level of pay both of the executive in question and other similarly situated executive officers of Media Peers, and competitive pay levels.

Elements of Compensation

The compensation committee will work to establish a combination of various elements of compensation that best serves the interest of Holdings and its shareholders. Having a variety of compensation elements will enable us to meet the requirements of the highly competitive environment in which we will operate following consummation of the merger while ensuring our executive officers will be compensated in a way that advances the interests of all our shareholders. We anticipate that under this approach executive compensation will involve a significant portion of pay that is “at risk,” namely, annual incentive bonuses. We anticipate that annual incentive bonuses will be based largely on our financial performance relative to goals that will be established at the start of each fiscal year.

We expect that our practices with respect to each of the elements of executive compensation will be as set forth below.

Base Salary

Purpose. The objective of base salary will be to reflect job responsibilities, value to Holdings and individual performance with respect to our market competitiveness.

Considerations. Minimum base salaries for our named executive officers and the amount of any increase over these minimum salaries will be determined by our compensation committee based on a variety of factors, including:

•

the nature and responsibility of the position and, to the extent available, salary norms for persons in comparable positions at Media Peers;

•

the expertise of the individual executive;

•

the competitiveness of the market for the executive’s services; and

•

the recommendations of our chief executive officer (except in the case of his own compensation).

In setting base salaries, the compensation committee will consider the importance of linking a significant proportion of the executive officers’ compensation to performance in the form of the annual incentive bonus, which is tied to both our financial performance measures and individual performance, as well as long-term stock-based compensation.

Annual Incentive Bonus

Purpose. Our executive compensation program will provide for an annual incentive bonus that is performance-linked. The objective of the annual incentive bonus compensation element is to compensate individuals based on the achievement of specific goals that are intended to correlate closely with growth of long-term shareholder value.

Administration . Annual incentive bonus may consist of cash, stock options and restricted stock awards. We anticipate that the total amount of annual incentive bonus awards will be determined according to the level of achievement of both the objective performance and individual performance goals. Below a minimum threshold level of performance, no awards will be granted pursuant to the objective performance goal, and the compensation committee may, in its discretion, reduce the awards pursuant to either objective or individual performance goals.

Considerations. We anticipate that the annual incentive bonus process for each of the named executive officers, will involve:

•

At the outset of the fiscal year:

1. Set performance goals for the year for Holdings and each participant.

2. Set a target bonus for each individual.

•

After the end of the fiscal year:

Measure actual performance (individual and company-wide) against the predetermined Holdings’ and individual performance goals to determine the preliminary bonus.

Make adjustments to the resulting preliminary bonus calculation to reflect Holdings’ performance relative to the performance of the Media Peers.

Long-Term Incentive Compensation

Purpose . The long-term incentive program may include awards of equity or cash to certain executive officers. The objective of the program is to align compensation for executive officers over a multi-year period directly with the interests of our shareholders by motivating and rewarding creation and preservation of long-term shareholder value. The level of long-term incentive compensation will be determined based on an evaluation of competitive factors in conjunction with total compensation provided to named executive officers and the overall goals of the compensation program described above. Long-term incentive compensation may be paid in part in cash, stock options and restricted stock. Additionally, we may from time to time grant equity awards to the named executive officers that are not pursuant to pre-determined performance goals.

Executive Benefits and Perquisites

We anticipate that we will provide certain personal benefits to our executive officers. Consistent with Clear Channel’s past practice, based upon the findings and recommendation of an outside security consultant, we will direct our Chairman, Chairman Emeritus, Chief Executive Officer, and president to utilize a Holdings airplane for all business and personal air travel. With the approval of the Chief Executive Officer, other executive officers and members of management are permitted limited personal use of corporate-owned aircraft. We also expect that, consistent with Clear Channel’s past practice, our Chairman, Chairman Emeritus, Chief Executive Officer, and president will be provided security services, including home security systems and monitoring and, in the case of the Chairman and Chairman Emeritus, personal security services.

Additionally, we anticipate that we will pay for additional personal benefits for certain named executive officers in the form of personal club memberships, personnel who provide personal accounting and tax services, security personnel who provide personal security services and reimbursement for employee holiday gifts. Also, we anticipate making limited matching contributions under a 401(k) plan that we further anticipate will be generally available to Clear Channel employees.

Change-in-Control and Severance Arrangements

See the discussion of change-in-control and severance arrangements with respect to L. Lowry Mays, Mark P. Mays, Randall T. Mays, John Hogan and Paul Meyer under the heading “Potential Post-Employment Payments” on page 71.

Tax and Accounting Treatment

Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code (as interpreted by IRS Notice 2007-49) places a limit of $1,000,000 on the amount of compensation Holdings may deduct for federal income tax purposes in any one year with respect to its chief executive officer and the next three most highly compensated officers (other than the chief financial officer), whom we refer to herein as the “Covered Employees.” However, performance-based compensation that meets certain requirements is excluded from this $1,000,000 limitation.

In reviewing the effectiveness of the executive compensation program, the compensation committee will consider the anticipated tax treatment to Holdings and to the Covered Employees of various payments and benefits. However, the deductibility of certain compensation payments depends upon the timing of a Covered Employee’s vesting or exercise of previously granted equity awards, as well as interpretations and changes in the tax laws and other factors beyond the compensation committee’s control. For these and other reasons, including to maintain flexibility in compensating the named executive officers in a manner designed to promote varying corporate goals, the compensation committee may not necessarily, or in all circumstances, limit executive compensation to that which is deductible under Section 162(m) of the Internal Revenue Code.

Corporate Services Agreement

In connection with CCOH’s initial public offering, Clear Channel and CCOH entered into a corporate services agreement. Under the terms of the agreement, Clear Channel provides, among other things, executive officer services to CCOH. These executive officer services are charged to CCOH based on actual direct costs incurred or allocated by Clear Channel. It is anticipated that this agreement and the services provided thereunder will be maintained, consistent with past practice, following consummation of the merger.

Employment Agreements with Named Executive Officers

L. Lowry Mays

Upon consummation of the merger, Mr. L. Lowry Mays will be employed by Holdings as its Chairman Emeritus. Mr. L. Lowry Mays’ employment agreement provides for a term of five years and will be automatically extended for consecutive one-year periods unless terminated by either party. Mr. L. Lowry Mays will receive an annual salary of $250,000 and benefits and perquisites consistent with his existing arrangement with Clear Channel. Mr. L. Lowry Mays also will be eligible to receive an annual bonus in an amount to be determined by the board of directors of Holdings, in its sole discretion, provided, however, that if in any year Holdings achieves at least eighty percent (80%) of the budgeted OIBDAN for the given year, Mr. L. Lowry Mays’ annual bonus for that year will be no less than $1,000,000. Mr. L. Lowry Mays also will be bound by customary covenants not to compete and not to solicit employees during the term of his agreement.

Mark P. Mays

Upon consummation of the merger, Mr. Mark P. Mays will be employed by Holdings as its Chief Executive Officer. Mr. Mark P. Mays’ employment agreement provides for a term of five years and will be automatically extended for consecutive one-year periods unless 12 months prior notice of non-renewal is provided by the terminating party. Mr. Mark P. Mays will receive an annual base salary of not less than $895,000 and benefits and perquisites consistent with his existing arrangement with Clear Channel (including “gross-up” payments for excise taxes that may be payable by Mr. Mark P. Mays). Mr. Mark P. Mays also will be eligible to receive an annual bonus in an amount to be determined by the board of directors of Holdings, in its sole discretion, provided, however, that if in any year Holdings achieves at least eighty percent (80%) of the budgeted OIBDAN for the given year, Mr. Mark P. Mays’ annual bonus for that year will be no less than $6,625,000. Mr. Mark P. Mays also will be bound by customary covenants not to compete and not to solicit employees during the term of his agreement and for two years following termination. Additionally, at the closing of the merger, Mr. Mark P. Mays will receive an equity incentive award pursuant to Holdings’ equity incentive plan of options to purchase shares of Holdings stock equal to 2.5% of the fully diluted equity of Holdings and will be issued restricted shares of Holdings Class A common stock with a value equal to $20 million.

Randall T. Mays

Upon consummation of the merger, Randall T. Mays will be employed by Holdings as its President. Mr. Randall T. Mays’ employment agreement provides for a term of five years and will be automatically extended for consecutive one-year periods unless 12 months prior notice of non-renewal is provided by the terminating party.

Mr. Randall T. Mays will receive an annual base salary of not less than $868,333 and benefits and perquisites consistent with his existing arrangement with Clear Channel (including “gross-up” payments for excise taxes that may be payable by Mr. Randall T. Mays). Mr. Randall T. Mays also will be eligible to receive an annual bonus in an amount to be determined by the board of directors of Holdings, in its sole discretion, provided, however, that if in any year Holdings achieves at least eighty percent (80%) of the budgeted OIBDAN for the given year, Mr. Randall T. Mays’ annual bonus for that year will be no less than $6,625,000. Mr. Randall T. Mays also will bound by customary covenants not to compete and not to solicit employees during the term of his agreement and for two years following termination. Additionally, at the closing of the merger, Mr. Randall T. Mays will receive an equity incentive award pursuant Holdings’ equity incentive plan of options to purchase shares of Holdings stock equal to 2.5% of the fully diluted equity of Holdings and will be issued restricted shares of Holdings Class A common stock with a value equal to $20 million.

We will indemnify each of Messrs. L. Lowry Mays, Mark P. Mays and Randall T. Mays from any losses incurred by them because they were made a party to a proceeding as a result of their being an officer of Holdings. Furthermore, any expenses incurred by them in connection with any such action shall be paid by us in advance upon request that we pay such expenses, but only in the event that they shall have delivered in writing to us (i) an undertaking to reimburse us for such expenses with respect to which they are not entitled to indemnification, and (ii) an affirmation of their good faith belief that the standard of conduct necessary for indemnification by us has been met.

Each of these employment agreements provides for severance and change-in-control payments as more fully described under the heading “Potential Post-Employment Payments” on page 71 of this proxy statement/prospectus. The employment agreements also restrict the ability of Messrs. L. Lowry Mays, Mark P. Mays and Randall T. Mays to engage in business activities that compete with the business of Holdings for a period of two years following certain terminations of their employment.

The Company defines OIBDAN to mean net income adjusted to exclude non-cash compensation expense and the following: results of discontinued operations, minority interest, net of tax; income tax benefit (expense); other income (expense) — net; equity in earnings of non-consolidated affiliates; interest expense; gain on disposition of assets — net; and depreciation and amortization.

The following is a sample calculation of OIBDAN based upon Clear Channel’s results of operations for the three months ended March 31, 2008.


	Operating Income (Loss)			Non-Cash Compensation Expense		Depreciation and Amortization		Gain on Disposition of Assets-Net			OIBDAN
Radio Broadcasting	$	237,346		$	4,809	$	31,487	$	—		$	273,642
Outdoor		55,045			1,930		105,090		—			162,065
Other		(8,644	)		—		11,555		—			2,911
Gain on disposition of assets — net		2,097			—		—		(2,097	)		—
Corporate and Merger costs		(50,838	)		2,851		4,146		—			(43,841	)

Consolidated	$	235,006		$	9,590	$	152,278	$	(2,097	)	$	394,777

Paul J. Meyer

Paul J. Meyer’s current employment agreement expires on August 5, 2008 and will automatically extend one day at a time thereafter, unless terminated by either party. The agreement provides for Mr. Meyer to be the President and Chief Operating Officer of CCOH for a base salary in the contract year beginning August 5, 2007, of $650,000, subject to additional annual raises thereafter in accordance with CCOH’s policies. Mr. Meyer’s current annual base salary is $675,000. Mr. Meyer is also eligible to receive a performance bonus as decided at the sole discretion of the board of directors and the compensation committee of CCOH.

Mr. Meyer may terminate his employment at any time upon one year’s written notice. CCOH may terminate Mr. Meyer’s employment without “Cause” upon one year’s written notice. “Cause” is narrowly defined in the agreement. If Mr. Meyer is terminated without “Cause,” he is entitled to receive a lump-sum payment of accrued and

unpaid base salary and prorated bonus, if any, and any payments to which he may be entitled under any applicable employee benefit plan. Mr. Meyer is prohibited by his employment agreement from activities that compete with CCOH for one year after he leaves CCOH and he is prohibited from soliciting CCOH employees for employment for 12 months after termination regardless of the reason for termination of employment.

John E. Hogan

Effective February 1, 2004, Clear Channel Broadcasting, Inc. (“CCB”), a subsidiary of Clear Channel, entered into an employment agreement with John E. Hogan as President and Chief Executive Officer, Clear Channel Radio. The initial term of the agreement ended on January 31, 2006; however the agreement, by its terms, automatically extends one day at a time until terminated by either party.

Mr. Hogan’s current annual base salary is $775,000 and he will be eligible for additional annual raises commensurate with company policy. No later than March 31 of each calendar year during the term, Mr. Hogan is eligible to receive a performance bonus. Mr. Hogan is also entitled to participate in all pension, profit sharing, and other retirement plans, all incentive compensation plans, and all group health, hospitalization and disability or other insurance plans, paid vacation, sick leave and other employee welfare benefit plans in which other similarly situated employees may participate.

Mr. Hogan is prohibited by the agreement from activities that compete with CCB or its affiliates for one year after he leaves CCB, and he is prohibited from soliciting CCB’s employees for employment for 12 months after termination regardless of the reason for termination of employment. However, after Mr. Hogan’s employment with CCB has terminated, upon receiving written permission from the board of directors of CCB, Mr. Hogan shall be permitted to engage in competing activities that would otherwise be prohibited by his employment agreement if such activities are determined in the sole discretion of the board of directors of CCB in good faith to be immaterial to the operations of CCB, or any subsidiary or affiliate thereof, in the location in question. Mr. Hogan is also prohibited from using CCB’s confidential information at any time following the termination of his employment in competing, directly or indirectly, with CCB.

Mr. Hogan is entitled to reimbursement of reasonable attorney’s fees and expenses and full indemnification from any losses related to any proceeding to which he may be made a party by reason of his being or having been an officer CCB or any of its subsidiaries (other than any dispute, claim or controversy arising under or relating to his employment agreement).

Mr. Hogan’s employment agreement provides for severance payments as more fully described under the heading “Potential Post-Employment Payments” below.

Potential Post-Employment Payments

Mark P. Mays and Randall T. Mays

The new employment agreements for each of Mark P. Mays and Randall T. Mays, which will be effective upon consummation of the merger, provide for the following severance and change-in-control payments in the event that we terminate their employment without “Cause” or if the executive terminates for “Good Reason.”

Under each executive agreement, “Cause” is defined as the executive’s: (i) willful and continued failure to perform his duties, following 10 days notice of the misconduct, (ii) willful misconduct that causes material and demonstrable injury, monetarily or otherwise, to Holdings, the Sponsors or any of their respective affiliates, (iii) conviction of, or plea of nolo contendre to, a felony or any misdemeanor involving moral turpitude that causes material and demonstrable injury, monetarily or otherwise, to Holdings, the Sponsors or any of their respective affiliates, (iv) committing any act of fraud, embezzlement or other act of dishonesty against Holdings or its affiliates, that causes material and demonstrable injury, monetarily or otherwise, to Holdings, the Sponsors or any of their respective affiliates, and (v) breach of any of the restrictive covenants in the agreement.

(iv) transfer of the executive’s primary workplace outside the city limits of San Antonio, Texas. An isolated, insubstantial and inadvertent action taken in good faith and which is remedied by us within ten days after receipt of notice thereof given by executive shall not constitute Good Reason.

If the executive is terminated by us without Cause or the executive resigns for Good Reason then the executive will receive (i) a lump-sum cash payment equal to his accrued but unpaid base salary through the date of termination, a prorated bonus (determined by reference to the executive’s bonus opportunity for the year in which the termination occurs) and accrued vacation pay through the date of termination, and (ii) a lump-sum cash payment equal to three times the sum of the executive’s base salary and bonus (using the bonus paid to executive for the year prior to the year in which termination occurs).

In addition, in the event that the executive’s employment is terminated by us without Cause or by the executive for Good Reason, we shall maintain in full force and effect, for the continued benefit of the executive, his spouse and his dependents for a period of three years following the date of termination, the medical, hospitalization, dental, and life insurance programs in which the executive, his spouse and his dependents were participating immediately prior to the date of termination, at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by executive for such benefits) as existed immediately prior to the date of termination. However, if the executive, his spouse or his dependents cannot continue to participate in our programs providing such benefits, we shall arrange to provide the executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs. The aggregate value of these continued benefits are capped at $50,000, even if the cap is reached prior to the end of the three-year period.

If the executive’s employment is terminated by us for Cause or by the executive other than for Good Reason, (i) we will pay executive his base salary, bonus and his accrued vacation pay through the date of termination, as soon as practicable following the date of termination; (ii) we will reimburse executive for reasonable expenses incurred, but not paid prior to such termination of employment; and (iii) executive shall be entitled to any other rights, compensation and/or benefits as may be due to executive in accordance with the terms and provisions of any of our agreements, plans or programs.

During any period in which the executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, executive shall continue to receive his full base salary until his employment is terminated. If, as a result of executive’s incapacity due to physical or mental illness, executive shall have been substantially unable to perform his duties hereunder for an entire period of six consecutive months, and within 30 days after written notice of termination is given after such six-month period, executive shall not have returned to the substantial performance of his duties on a full-time basis, Holdings will have the right to terminate his employment for disability. In the event executive’s employment is terminated for disability: (i) Holdings will pay to executive his base salary, bonus and accrued vacation pay through the date of termination. If executive’s employment is terminated by his death Holdings will pay in a lump-sum to executive’s beneficiary, legal representatives or estate, as the case may be, executive’s base salary, bonus and accrued vacation pay through the date of his death.

L. Lowry Mays

The new employment agreement for Mr. L. Lowry Mays, which will be effective upon consummation of the merger, provides for the following severance and change-in-control payments in the event that Holdings terminates his employment without “Extraordinary Cause” during the initial five-year term of the agreement.

Under Mr. L. Lowry Mays’ agreement, “Extraordinary Cause” is defined as the executive’s: (i) willful misconduct that causes material and demonstrable injury to Holdings, and (ii) conviction of a felony or other crime involving moral turpitude.

If Mr. L. Lowry Mays is terminated by us without “Extraordinary Cause” then he will receive (i) a lump-sum cash payment equal to his accrued but unpaid base salary through the date of termination, a prorated bonus (determined by reference to the executive’s bonus opportunity for the year in which the termination occurs or, if such bonus opportunity has not yet been determined, the prior year) and accrued vacation pay through the date of termination, and (ii) a lump-sum cash payment equal to the base salary and bonus to which the executive would otherwise have been entitled to had he remained employed for the remainder of the then current term.

Paul J. Meyer

Either party may terminate Paul J. Meyer’s employment with CCOH for any reason upon one year’s prior written notice. If Mr. Meyer’s employment is terminated by CCOH for Cause, CCOH will, within 90 days, pay in a lump-sum amount to Mr. Meyer his accrued and unpaid base salary and any payments to which he may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies). A termination for Cause must be for one or more of the following reasons: (i) conduct by Mr. Meyer constituting a material act of willful misconduct in connection with the performance of his duties, including violation of CCOH’s policy on sexual harassment, misappropriation of funds or property of CCOH, or other willful misconduct as determined in the sole discretion of CCOH; (ii) continued, willful and deliberate non-performance by Mr. Meyer of his duties under his employment agreement (other than by reason of Mr. Meyer’s physical or mental illness, incapacity or disability) where such non-performance has continued for more than 10 days following written notice of such non-performance; (iii) Mr. Meyer’s refusal or failure to follow lawful directives where such refusal or failure has continued for more than 30 days following written notice of such refusal or failure; (iv) a criminal or civil conviction of Mr. Meyer, a plea of nolo contendere by Mr. Meyer, or other conduct by Mr. Meyer that, as determined in the sole discretion of the board of directors, has resulted in, or would result in if he were retained in his position with CCOH, material injury to the reputation of CCOH, including conviction of fraud, theft, embezzlement, or a crime involving moral turpitude; (v) a breach by Mr. Meyer of any of the provisions of his employment agreement; or (vi) a violation by Mr. Meyer of CCOH’s employment policies.

If Mr. Meyer’s employment with CCOH is terminated by CCOH without Cause, CCOH will, within 90 days after the effective date of the termination, pay in a lump-sum amount to Mr. Meyer (i) his accrued and unpaid base salary and prorated bonus, if any, and (ii) any payments to which he may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies). Additionally, Mr. Meyer will receive a total of $600,000, paid pro rata over a one-year period in accordance with CCOH’s standard payroll schedule and practices, as consideration for Mr. Meyer’s post-termination non-compete and non-solicitation obligations.

If Mr. Meyer’s employment with CCOH terminates by reason of his death, CCOH will, within 90 days, pay in a lump-sum amount to such person as Mr. Meyer shall designate in a notice filed with CCOH or, if no such person is designated, to Mr. Meyer’s estate, Mr. Meyer’s accrued and unpaid base salary and prorated bonus, if any, and any payments to which Mr. Meyer’s spouse, beneficiaries, or estate may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies). If Mr. Meyer’s employment with CCOH terminates by reason of his disability (defined as Mr. Meyer’s incapacity due to physical or mental illness such that Mr. Meyer is unable to perform his duties under this Agreement on a full-time basis for more than 90 days in any 12-month period, as determined by CCOH), CCOH shall, within 90 days, pay in a lump-sum amount to Mr. Meyer his accrued and unpaid base salary and prorated bonus, if any, and any payments to which he may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies).

John E. Hogan

Either party may terminate John E. Hogan’s employment with Clear Channel Broadcasting, Inc., (“CCB”) for any reason upon one year’s prior written notice. If Mr. Hogan’s employment is terminated by CCB for Cause, CCB will, within 45 days, pay in a lump-sum amount to Mr. Hogan his accrued and unpaid base salary and any payments to which he may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies). A termination for Cause must be for one or more of the following reasons: (i) conduct by Mr. Hogan constituting a material act of willful misconduct in connection with the performance of his duties, including violation of CCB’s policy on sexual harassment, misappropriation of funds or property of CCB, or other willful misconduct as determined in the sole reasonable discretion of CCB; (ii) continued, willful and deliberate non-performance by Mr. Hogan of his duties under his employment agreement (other than by reason of Mr. Hogan’s physical or mental illness, incapacity or disability) where such non-performance has continued for more than 10 days following written notice of such non-performance; (iii) Mr. Hogan’s refusal or failure to follow lawful directives where such refusal or failure has continued for more than 30 days following written notice of such refusal

or failure; (iv) a criminal or civil conviction of Mr. Hogan, a plea of nolo contendere by Mr. Hogan, or other conduct by Mr. Hogan that, as determined in the sole reasonable discretion of the board of directors, has resulted in, or would result in if he were retained in his position with CCB, material injury to the reputation of CCB, including conviction of fraud, theft, embezzlement, or a crime involving moral turpitude; (v) a material breach by Mr. Hogan of any of the provisions of his employment agreement; or (vi) a material violation by Mr. Hogan of CCB’s employment policies.

If Mr. Hogan’s employment with CCB is terminated by CCB without Cause, CCB will pay Mr. Hogan his base salary and prorated bonus, if any, for the remainder of the one-year notice period and any payments to which he may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies). In addition, CCB will pay Mr. Hogan $1,600,000.00 over three years commencing on the effective date of the termination and in accordance with CCB’s standard payroll practices as consideration for certain non-compete obligations. If Mr. Hogan’s employment with CCB is terminated by Mr. Hogan, CCB will (1) pay Mr. Hogan his base salary and prorated bonus, if any, for the remainder of the one-year notice period and (2) pay Mr. Hogan his then current base salary for a period of one year in consideration for certain non-compete obligations.

If Mr. Hogan’s employment with CCB terminates by reason of his death, CCB will, within 45 days, pay in a lump-sum amount to such person as Mr. Hogan shall designate in a notice filed with CCB or, if no such person is designated, to Mr. Hogan’s estate, Mr. Hogan’s accrued and unpaid base salary and prorated bonus, if any, and any payments to which Mr. Hogan’s spouse, beneficiaries, or estate may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies). If Mr. Hogan’s employment with CCB terminates by reason of his disability (defined as Mr. Hogan’s incapacity due to physical or mental illness such that Mr. Hogan is unable to perform his duties under this Agreement on a full-time basis for more than 90 days in any 12-month period, as determined by CCB), CCB shall, within 45 days, pay in a lump-sum amount to Mr. Hogan his accrued and unpaid base salary and prorated bonus, if any, and any payments to which he may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies).

The following is a summary of potential payments due to each of our named executed officers if their employment was terminated by us without Cause or by them for Good Reason on December 31, 2008 (assuming the merger had been consummated on January 1, 2008).


Name	Base Salary			Bonus			Value of Benefits(1)		Other			Total
L. Lowry Mays	$	1,000,000	(2)	$	4,000,000	(3)	$	24,615	$	2,975,385	(4)	$	8,000,000
Mark P. Mays	$	2,685,000	(5)	$	19,875,000	(6)	$	30,550	$	11,963,462	(7)	$	34,554,012
Randall T. Mays	$	2,604,999	(5)	$	19,875,000	(6)	$	34,540	$	11,900,929	(7)	$	34,415,468
Paul J. Meyer	$	650,000	(8)		—			—	$	600,000	(10)	$	1,250,000
John E. Hogan	$	750,000	(8)		—	(9)		—	$	1,600,000	(10)	$	2,350,000

(1)	The values associated with the continued provision of health benefits are based on the total 2008 premiums for medical and life insurance multiplied by the number of years the executive is entitled to those benefits pursuant to his employment agreement.

(2)	Represents the remaining annual base salary due Mr. L. Lowry Mays under the terms of his employment agreement (i.e., four years of Mr. Mays’ annual base salary).

(3)	Represents the remaining annual bonus due Mr. L. Lowry Mays under the terms of his employment agreement (i.e., four years of Mr. Mays’ annual bonus).

(4)	Represents the income tax gross up payment due Mr. L. Lowry Mays under the terms of his employment agreement.

(5)	Represents three times the annual base salary for the year ended December 31, 2007 for each of Mr. Mark P. Mays and Mr. Randall T. Mays, respectively.

(6)	Represents three times the annual incentive bonus for the year ended December 31, 2007 for each of Mr. Mark P. Mays and Mr. Randall T. Mays, respectively.

(7)	Represents the excise tax gross up payment due Mr. Mark P. Mays and Mr. Randall T. Mays under the terms of their employment agreements. The excise tax gross up payment was calculated using the provisions of

Sections 280G and 4999 of the Internal Revenue Code and the Regulations thereunder. The calculation includes the value associated with the accelerated vesting and lapse of restrictions on certain restricted stock grants that may occur as a result of the termination of employment without Cause or for Good Reason. The calculation assumes a $36.00 stock price at termination date and applicable federal rates as of May 2008 to determine the value associated with the accelerated vesting and lapse of restrictions on the restricted stock.

(8)	Represents one year’s annual base salary for each of Mr. Paul J. Meyer and Mr. John E. Hogan, respectively.

(9)	Cannot be estimated as Mr. John E. Hogan’s annual incentive bonus is determined and awarded based upon his performance at the end of each year.

(10)	Not payable if Mr. Paul J. Meyer or Mr. John E. Hogan, respectively, terminates his employment.

Holdings Equity Incentive Plan

In connection with, and prior to, the consummation of the merger, Holdings will adopt a new equity incentive plan, under which participating employees will be eligible to receive options to acquire stock or other equity interests and/or restricted share interests in Holdings. This new equity incentive plan will permit the grant of options covering 10.7% of the fully diluted equity of Holdings immediately after consummation of the merger (with exercise prices set at fair market value for shares issuable upon exercise of such options, which for initial grants we contemplate would be tied to the price paid by the Sponsors or their affiliates for such securities). It is contemplated by the parties to the Letter Agreement that, at the closing of the merger, a significant majority of the options or other equity securities permitted to be issued under the new equity incentive plan will be granted. As part of this grant, Mr. Mark P. Mays and Mr. Randall T. Mays will each receive grants of options equal to 2.5% of the fully diluted equity of Holdings and other officers and employees of Clear Channel will receive grants of options equal to 4.0% of the fully diluted equity of Holdings. It is anticipated that the option grants contemplated by the Letter Agreement and the shares that they cover would be subject to one or more stockholders agreements that Holdings expects to enter into with Mr. Mark P. Mays, Mr. Randall T. Mays, the other officers and employees of Clear Channel who receive those grants and certain other parties, including Mr. L. Lowry Mays, CCC IV and CCC V. See “Stockholders Agreement” beginning on page 179. After this initial grant, the remaining available option grants in the amount of 1.7% of the fully diluted equity subject to the new equity incentive plan will remain available for future grants to employees. Of the options or other equity securities to be granted to Mr. Mark P. Mays and Mr. Randall T. Mays under the new equity incentive plan at the closing of the merger, 50% will vest solely based upon continued employment (with 25% vesting on the third anniversary of the grant date, 25% vesting on the fourth anniversary of the grant date and 50% vesting on the fifth anniversary of the grant date) and the remaining 50% will vest based both upon continued employment and upon the achievement of predetermined performance targets set by Holdings’ board of directors. Of the option grants to other employees of Clear Channel, including officers of Clear Channel, 33.34% will vest solely upon continued employment (with 20% vesting annually over five years) and the remaining 66.66% will vest both upon continued employment and the achievement of predetermined performance targets. All options granted at closing will have an exercise price equal to the fair market value at the date of grant, which we contemplate to be the same price per share paid by the Sponsors in connection with the Equity Financing.

THE PARTIES TO THE MERGER

CC Media Holdings, Inc.

CC Media Holdings, Inc., a Delaware corporation, which we refer to as “Holdings”, is currently wholly owned by the Sponsors and was organized solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement. Holdings’ principal executive offices are located at One International Place, 36th Floor, Boston, MA 02110 and its telephone number is (617) 951-7000. It has not conducted any activities to date other than activities incidental to its formation and in connection with the transactions contemplated by the merger agreement. Holdings does not have any assets or liabilities other than as contemplated by the merger agreement, including the contractual commitments it has made in connection therewith. Under the terms of the merger agreement, Holdings will indirectly own 100% of the outstanding equity of Clear Channel following the merger.

Clear Channel Communications, Inc.

Clear Channel Communications, Inc., a Texas corporation incorporated in 1974, which we refer to as “Clear Channel,” is a diversified media company with three reportable business segments: radio broadcasting, Americas outdoor advertising (consisting of operations in the United States, Canada and Latin America) and international outdoor advertising. Clear Channel’s principal executive offices are located at 200 East Basse Road, San Antonio, Texas, 78209, and its telephone number is (210) 822-2828. Clear Channel owns over 1,005 radio stations and a leading national radio network operating in the United States. In addition, Clear Channel has equity interests in various international radio broadcasting companies. Clear Channel also owns or operates approximately 209,000 national and approximately 687,000 international outdoor advertising display faces. Clear Channel is headquartered in San Antonio, Texas, with radio stations in major cities throughout the United States.

B Triple Crown Finco, LLC and T Triple Crown Finco, LLC

B Triple Crown Finco, LLC, a Delaware limited liability company, and T Triple Crown Finco, LLC, a Delaware limited liability company, which we refer to as the “Fincos”, were organized solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement. B Triple Crown Finco, LLC is currently wholly owned by Bain Capital Fund IX, L.P. (“Bain Capital Fund IX”) and its principal executive office is located at 111 Huntington Avenue, Boston, MA 02199 and its telephone number is (617) 516-2000. T Triple Crown Finco, LLC is currently wholly owned by Thomas H. Lee Equity Fund VI, L.P. (“THL Fund VI”) and its principal executive office is located at 100 Federal Street, Boston, MA 02110 and its telephone number is (617) 227-1050.

Pursuant to replacement equity commitment letters signed in connection with Amendment No. 3, Bain Capital Fund IX and THL Fund VI, which we refer to as the “Sponsors” have severally agreed to purchase (either directly or indirectly through one or more intermediate entities) up to an aggregate of $2.4 billion of equity securities of Holdings and to cause all or a portion of such cash to be contributed to Merger Sub as needed for the merger and related transactions (including payment of cash merger consideration to Clear Channel shareholders, repayment of certain Clear Channel debt, and payment of certain transaction fees and expenses). Each Sponsor’s equity commitment was reduced by half of the total amount actually contributed into escrow by or on behalf of Merger Sub, Holdings or certain of their affiliates or associated parties as contemplated by the Escrow Agreement (that is, each Sponsor’s equity commitment was reduced by the full amount of their $1.2 billion commitment as $2.4 billion was contributed into escrow by the Buyer Designees as designees of Holdings). The replacement equity commitment letters entered into in connection with Amendment No. 3 superseded the equity commitment letters previously delivered by the Sponsors. Subject to certain conditions, each of the Sponsors may also assign a portion of its equity commitment obligation to other investors, resulting in a corresponding reduction of such Sponsor’s commitment to the extent the assignee funds its commitment, provided that any such transfer will not release the Sponsors of their obligations under the limited guarantees. As a result, the Sponsors’ equity commitment obligations may ultimately be funded by additional equity investors, although it is anticipated that all or substantially all of such co-investment by third parties would be through entities controlled by the Sponsors or their affiliates.

BT Triple Crown Merger Co., Inc.

BT Triple Crown Merger Co., Inc., a Delaware corporation, which we refer to as “Merger Sub”, is currently directly wholly owned by Holdings and was organized solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement. Merger Sub’s principal executive offices are located at 100 Federal Street, Boston, MA 02110 and its telephone number is (617) 227-1050. It has not conducted any activities to date other than activities incidental to its formation and in connection with the transactions contemplated by the merger agreement. Under the terms of the merger agreement, Merger Sub will merge with and into Clear Channel. Merger Sub does not have any assets or liabilities other than as contemplated by the merger agreement, including the contractual commitments it has made in connection therewith. Clear Channel will survive the merger as an indirect wholly-owned subsidiary of Holdings and Merger Sub will cease to exist.

THE SPECIAL MEETING OF SHAREHOLDERS

Time, Place and Purpose of the Special Meeting

This proxy statement/prospectus is being furnished to you as part of the solicitation of proxies by Clear Channel’s board of directors for use at a special meeting to be held at the Watermark Hotel, 212 Crockett Street, San Antonio, Texas 78205 on July 24, 2008, at 4:00 p.m., local time, or at any adjournment or postponement thereof. The purpose of the special meeting is to consider and vote on the proposal to approve and adopt the merger agreement (and to approve the adjournment or postponement of the special meeting, if necessary or appropriate to solicit additional proxies). If the shareholders fail to approve and adopt the merger agreement, the merger will not occur. A copy of the merger agreement, Amendment No. 1, Amendment No. 2, and Amendment No. 3 are attached to this proxy statement/prospectus as Annex A, Annex B, Annex C and Annex D, respectively.

Who Can Vote at the Special Meeting

In accordance with Clear Channel’s bylaws, Clear Channel’s board of directors has set 5:00 p.m., New York City time, on June 19, 2008 as the record date. The holders of Clear Channel common stock as of the record date are entitled to receive notice of and to vote at the special meeting. If you own shares that are registered in someone else’s name (for example, a broker), you need to direct that person to vote those shares or obtain an authorization from them to vote the shares yourself at the special meeting. On June 19, 2008, there were 498,146,823 shares of Clear Channel common stock outstanding held by approximately 3,058 holders of record.

Vote Required for Approval and Adoption of the Merger Agreement; Quorum

The approval and adoption of the merger agreement requires the approval of the holders of two-thirds of the outstanding shares of Clear Channel common stock entitled to vote thereon, with each share having a single vote for these purposes. The failure to vote has the same effect as a vote “AGAINST” approval and adoption of the merger agreement.

The holders of a majority of the outstanding shares of Clear Channel common stock entitled to be cast as of the record date, represented in person or by proxy, will constitute a quorum for purposes of the special meeting. A quorum is necessary to hold the special meeting. Once a share of Clear Channel common stock is represented at the special meeting, it will be counted for the purposes of determining a quorum and for transacting all business, unless the holder is present solely to object to the special meeting. If a quorum is not present at the special meeting, it is expected that the meeting will be adjourned to solicit additional proxies. If a new record date is set for an adjourned meeting, then a new quorum will have to be established.

Voting By Proxy

This proxy statement/prospectus is being sent to you on behalf of the board of directors for the purpose of requesting that you allow your shares of Clear Channel common stock to be represented at the special meeting by the persons named in the enclosed proxy card. All shares of Clear Channel common stock represented at the special meeting by proxies voted by properly executed proxy cards will be voted in accordance with the instructions indicated on that proxy. If you sign and return a proxy card without giving voting instructions, your shares will be voted as recommended by the board of directors. After careful consideration, the Clear Channel board of directors unanimously recommends a vote “FOR” approval and adoption of the merger agreement. The Clear Channel board of directors’ recommendation is limited to the cash consideration to be received by shareholders in the merger. The Clear Channel 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 considering the recommendation of Clear Channel’s 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 our shareholders generally. See “The Merger — Interests of Clear Channel’s Directors and Executive Officers in the Merger” beginning on page 114.

The persons named in the proxy card will use their own judgment to determine how to vote your shares regarding any matters not described in this proxy statement/prospectus that are properly presented at the special

meeting. Clear Channel does not know of any matter to be presented at the special meeting other than the proposal to approve and adopt the merger agreement (and to approve the adjournment or postponement of the meeting, if necessary or appropriate to solicit additional proxies).

You may revoke your proxy at any time before the vote is taken at the special meeting. To revoke your proxy, you must either send a signed written notice to Clear Channel revoking your proxy, submit a proxy by mail dated after the date of the earlier proxy you wish to change or attend the special meeting and vote your shares in person. Merely attending the special meeting without voting will not constitute revocation of your earlier proxy.

If your shares of Clear Channel common stock are held in street name, you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares voted. If you do not instruct your broker to vote your shares, it has the same effect as a vote “AGAINST” approval and adoption of the merger agreement.

Please note that if you have previously submitted a proxy card in response to Clear Channel’s prior solicitations, that proxy card will not be valid at this meeting and will not be voted. Please complete and submit a validly executed proxy card for the special meeting, even if you have previously delivered a proxy.

Clear Channel will pay the cost of this proxy solicitation. In addition to soliciting proxies by mail, directors, officers and employees of Clear Channel may solicit proxies personally and by telephone, facsimile or otherwise. None of these persons will receive additional or special compensation for soliciting proxies. Clear Channel has retained Innisfree to assist in its solicitation of proxies in connection with the special meeting. Innisfree may solicit proxies from individuals, banks, brokers, custodians, nominees, other institutional holders and other fiduciaries. Clear Channel has agreed to reimburse Innisfree for its reasonable administrative and out-of-pocket expenses, to indemnify it against certain losses, costs and expenses, and to pay its customary fees in connection with the proxy solicitation. Clear Channel also, upon request, will reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions. The Fincos, directly or through one or more affiliates or representatives, may, at their own cost, also make additional solicitation by mail, telephone, facsimile or other contact in connection with the merger. The Sponsors may hire an independent proxy solicitor and will pay such solicitor the customary fees for the proxy solicitation services rendered.

Submitting Proxies Via the Internet or by Telephone

Most of Clear Channel’s shareholders who hold their shares of Clear Channel common stock through a broker or bank will have the option to submit their proxies or voting instructions via the Internet or by telephone in accordance with the instructions provided by their brokers or banks. You should check the voting instruction card provided by your broker to see which options are available and the procedures to be followed.

Adjournments or Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed for the purpose of soliciting additional proxies. Any adjournment may be made without notice, other than by an announcement made at the special meeting, of the time, date and place of the adjourned meeting. If no quorum exists, the Chairman of the meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. If a quorum exists, holders of a majority of the shares of Clear Channel common stock present in person or represented by proxy at the special meeting and entitled to vote thereat may adjourn the special meeting. Clear Channel and the Sponsors have agreed that if on July 24, 2008, the date of the special meeting, shareholders holding at least two-thirds of the outstanding shares of Clear Channel common stock have not voted in favor of the merger, then if Clear Channel postpones the special meeting, it will set a new meeting date of August 18, 2008, and if Clear Channel adjourns the special meeting, it will reconvene the special meeting on August 22, 2008, in each case unless the Sponsors agree to an earlier date. If your proxy card is signed and no instructions are indicated on your proxy card, your shares of Clear Channel common stock will be voted “FOR” any adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies. Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies will allow Clear Channel’s shareholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned or postponed.

THE MERGER

The discussion of the merger in this proxy statement/prospectus is qualified in its entirety by reference to the merger agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 3 which are attached to this proxy statement/prospectus as Annex A, Annex B, Annex C and Annex D, respectively. You should read each of the merger agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 3 carefully.

At the special meeting, you will be asked to consider and vote upon a proposal to adopt the merger agreement, which provides for the acquisition of Clear Channel by Holdings through a merger of Merger Sub with and into Clear Channel. If the merger agreement is adopted, each share of Clear Channel’s common stock will be converted into the right to receive either (1) $36.00 in cash, without interest (including any Additional Equity Consideration), or (2) one share of Class A common stock of Holdings, subject to certain adjustments described below (see “The Merger Agreement — Proration Procedures”), the Company will be an indirect wholly-owned subsidiary of Holdings and the ownership of Holdings will be as set forth below. The ownership of Holdings set forth below assumes that Holdings will not issue any Additional Equity Consideration. If Holdings issues Additional Equity Consideration, the minimum percentage ownership of Holdings attributable to the new entities owned by Bain Capital Investors, LLC, Thomas H. Lee Partners, L.P. and their affiliates reflected below may decrease, and the maximum percentage ownership of Holdings attributable to the public reflected below may increase.

LOGO

(1)

One or more new entities ultimately controlled by Bain Capital Investors, LLC and Thomas H. Lee Partners, L.P. or their affiliates will acquire between approximately 66% and 82% of the voting power and economic interests of Holdings (see footnote 3). Bain Capital Investors, LLC and Thomas H. Lee Partners, L.P. will each have fifty percent control of each such new entity. The equity interests of the new entities will be owned by Bain Capital Investors, LLC, Thomas H. Lee Partners, L.P., their affiliates and/or coinvestors.

(2)

Messrs. L. Lowry Mays, Mark P. Mays and Randall T. Mays have committed to roll over into shares of Holdings Class A common stock shares of Clear Channel common stock, shares of Clear Channel restricted stock and/or “in the money” Clear Channel stock options with an aggregate value equal to $45 million (see “Interests of Clear Channel’s Directors and Executive Officers in the Merger — Equity Rollover”). The merger agreement contemplates that the Fincos and Holdings may permit other executive officers to elect to convert some of their

outstanding shares of Clear Channel common stock, Clear Channel restricted stock and “in the money” Clear Channel stock option into shares or options to purchase shares of Holdings following effectiveness of the merger. The Fincos and Merger Sub have informed Clear Channel that they anticipate (i) converting approximately 636,667 unvested shares of Clear Channel restricted stock held by management and employees pursuant to a grant of restricted stock made in May 2007 into Holdings Class A restricted shares on a one for one basis and (ii) offering to certain members of Clear Channel’s management and certain Clear Channel employees the opportunity to purchase up to an aggregate of $15 million of Holdings Class A common stock at the same price per share paid by the Sponsors in connection with the Equity Financing (see “Interests of Clear Channel’s Directors and Executive Officers in the Merger — Equity Rollover”). Upon their execution of new or amended employment agreements with the surviving corporation, Messrs. Mark P. Mays and Randall T. Mays each will be issued Holdings Class A restricted shares with a value equal to $20 million. Other than 580,361 shares of Clear Channel common stock included within the roll over commitment of Mr. L. Lowry Mays, shares of Holdings Class A common stock issued pursuant to the foregoing arrangements will not reduce the shares of Holdings Class A common stock available pursuant to Stock Elections.

(3)

Consists of a combination of strong voting Class B common stock and nonvoting Class C common stock (with aggregate votes equal to one vote per share, e.g., if “strong voting Class B common stock” has 10 votes, each share of strong voting Class B common stock will be issued with nine shares of nonvoting Class C common stock. Note: the numbers are for illustration purposes only ). Each share of Holdings Class A common stock, nonvoting Class C common stock and strong voting Class B common stock have the same economic rights. The percentage ownership of Holdings attributable to entities ultimately controlled by Bain Capital Investors, LLC and Thomas H. Lee Partners, L.P. or their affiliates will vary within the disclosed range based on, among other things, (i) the number of shareholders who elect to receive Stock Consideration, and (ii) the number of shares issued to management and other employees (see footnote 4).

(4)

Consists of shares of Holdings Class A common stock with voting power equal to one vote per share. Each of Messrs. L. Lowry Mays, Mark P. Mays and Randall T. Mays has committed to roll over into shares of Holdings Class A common stock shares of Clear Channel common stock, shares of Clear Channel restricted stock and/or “in the money” Clear Channel stock options with an aggregate value equal to $45 million (see “Interests of Clear Channel’s Directors and Executive Officers in the Merger — Equity Rollover”). The merger agreement contemplates that the Fincos and Holdings may permit other executive officers to elect to convert some of their outstanding shares of Clear Channel common stock, Clear Channel restricted stock and “in the money” Clear Channel stock option into shares or options to purchase shares of Holdings following effectiveness of the merger. The Fincos and Merger Sub have informed Clear Channel that they anticipate (i) converting approximately 636,667 unvested shares of Clear Channel restricted stock held by management and employees pursuant to a grant of restricted stock made in May 2007 into Holdings Class A restricted shares on a one for one basis and (ii) offering to certain members of Clear Channel’s management and certain Clear Channel employees the opportunity to purchase up to an aggregate of $15 million of Holdings Class A common stock at the same price per share paid by the Sponsors in connection with the Equity Financing (see “Interests of Clear Channel’s Directors and Executive Officers in the Merger — Equity Rollover”). Upon their execution of new or amended employment agreements with the surviving corporation, Mr. Mark P. Mays and Randall T. Mays each will be issued restricted shares of Holdings Class A common stock with a value equal to $20 million. Other than 580,361 shares of Clear Channel common stock included within the roll over commitment of Mr. L. Lowry Mays, shares of Holdings Class A common stock issued pursuant to the foregoing arrangements will not reduce the shares of Holdings Class A common stock available pursuant to Stock Elections.

(5)

Consists of shares of Holdings Class A common stock with voting power equal to one vote per share. The percentage ownership of Holdings attributable to the public will vary within the disclosed range based on the number of shareholders in addition to the Highfields Funds and the Abrams Investors (each of which has committed to elect the Stock Consideration with regard to an aggregate of 13,888,890 shares of shares of Clear Channel common stock) who make a Stock Election. The maximum number of shares of Class A common stock issued to the public pursuant to Stock Elections will be equal to 30% of the outstanding capital stock and voting power of Holdings after the merger.

Background of the Merger

Clear Channel’s board of directors periodically reviews and assesses strategic alternatives available to Clear Channel to enhance shareholder value. As part of this on-going review, on April 29, 2005, Clear Channel announced a strategic realignment of its businesses. The plan included an initial public offering of approximately 10% of the common stock of Clear Channel Outdoor, comprised of Clear Channel’s Americas and international outdoor segments, and a 100% spin-off of Clear Channel’s live entertainment segment and sports representation business, which now operates under the name Live Nation. Clear Channel completed the initial public offering of Clear Channel Outdoor on November 11, 2005 and the spin-off of Live Nation on December 21, 2005. In addition, since that time Clear Channel has returned $1.6 billion to Clear Channel’s shareholders in the form of stock repurchases and increased by 50% its regular quarterly dividend.

Notwithstanding these initiatives, Clear Channel’s common stock continued to trade during late 2005 and through the summer of 2006 at levels which management and the board of directors believed discounted the value of Clear Channel. On August 18, 2006, Messrs. Mark P. Mays and Randall T. Mays, Clear Channel’s Chief Executive Officer and President/Chief Financial Officer, respectively, contacted Goldman Sachs and requested Goldman Sachs to prepare a preliminary assessment of the strategic alternatives available to Clear Channel, including a possible sale of Clear Channel.

On August 24, 2006, representatives of The Blackstone Group, or Blackstone, contacted Messrs. Mark P. Mays and Randall T. Mays and stated that Blackstone was interested in exploring the possible acquisition of Clear Channel. During this discussion, representatives of Blackstone discussed their views on the merits of a possible acquisition of Clear Channel, but did not make any proposals regarding the price or structure of a transaction. Messrs. Mark P. Mays and Randall T. Mays did not make any proposals regarding a transaction or solicit any proposals from Blackstone.

On August 28, 2006, representatives of Goldman Sachs met with Messrs. Mark P. Mays and Randall T. Mays and discussed various strategic alternatives available to Clear Channel, including the spin-off or taxable sale of Clear Channel Outdoor and the sale of non-core operating assets.

On August 30, 2006, Messrs. Mark P. Mays and Randall T. Mays met with representatives of Blackstone in San Antonio, Texas. On September 1, 2006, Messrs. Mark P. Mays and Randall T. Mays met with representatives of Providence Equity Partners, or Providence, in San Antonio, Texas. At these meetings, Messrs. Mark P. Mays and Randall T. Mays discussed with representatives of these two private equity groups their respective views on the feasibility of a leveraged acquisition of Clear Channel. No proposals regarding a transaction were made by any of the parties at those meetings.

On September 5, 2006, at a special meeting of Clear Channel board of directors held by telephone, Mr. Mark P. Mays stated that, in light of the fact that Clear Channel’s common stock continued to trade at prices which management considered to discount the value of Clear Channel, the recent strong operating performance reported by Clear Channel and prevailing conditions in the financial markets, he considered it appropriate for the board to conduct a thorough consideration of strategic alternatives.

Mr. Mark P. Mays further stated he was regularly contacted by private equity groups inquiring about Clear Channel’s interest in a possible transaction involving either the sale of Clear Channel as a whole or one or more divisions or a portion of its assets. He reported that no specific proposal had been made by any group and that the contacts had been limited to general inquiries.

Clear Channel’s board of directors determined to conduct a thorough review of strategic alternatives available to Clear Channel at its next regular meeting. Clear Channel’s board of directors requested that Goldman Sachs be engaged to advise the board of directors in connection with that review. The board of directors directed management to attempt to determine whether a leveraged buyout transaction was feasible in the current financial markets so that it could include this alternative as part of its review. Clear Channel’s board of directors authorized management to permit Blackstone and Providence to act together to evaluate possible transactions.

Clear Channel management was directed to first obtain an agreement from Blackstone and Providence containing customary confidentiality and standstill provisions. Clear Channel’s board expressly directed that the

authority being granted was limited to providing confidential information to Blackstone and Providence for the purpose of determining whether a leveraged buyout of Clear Channel represented a feasible strategic alternative in the financial markets at this time and that management was not authorized to commence a sale process or to negotiate price or terms of a potential transaction.

Following the meeting, the directors consulted with one another regarding the engagement of a financial advisor and legal counsel in connection with the board’s strategic review. It was the consensus of the board, subject to formal ratification at the next scheduled meeting, to engage Goldman Sachs as its financial advisor and Akin Gump Strauss Hauer & Feld LLP, or Akin Gump, as its legal advisor.

On September 11, 2006, Clear Channel entered into a confidentiality agreement with each of Blackstone and Providence to enable the parties to share information regarding Clear Channel and its business in order to determine whether a sale of Clear Channel represented a feasible strategic alternative at this time. The confidentiality agreements expressly prohibited Blackstone and Providence from contacting any actual or potential co-investors, financiers or other third parties who would or might provide equity, debt or other financing for a transaction without Clear Channel’s consent. The confidentiality agreements also contained customary standstill provisions which, among other things, prevented Blackstone and Providence and their representatives from acquiring Clear Channel common stock or participating in a proxy solicitation regarding Clear Channel’s common stock without Clear Channel’s consent.

Representatives of Blackstone and Providence met with Messrs. Mark P. Mays and Randall T. Mays in New York City on September 13, 2006 as part of their due diligence review. Representatives of Akin Gump and Weil, Gotshal & Manges, or Weil, legal counsel for Blackstone and Providence, were also in attendance.

On September 22, 2006, a consortium, which we refer to as Consortium 1, led by Blackstone and Providence, submitted a preliminary nonbinding proposal to acquire Clear Channel in an all cash transaction for $34.50 per share of common stock. The proposal indicated that Blackstone, Providence, Bank of America Corporation and certain limited partners of Blackstone and Providence would fund the equity for the transaction. Accompanying the preliminary, nonbinding proposal was a letter from Bank of America Securities, LLC, or BAS, in which BAS stated that it was highly confident of its ability to arrange for the necessary debt facilities in connection with the possible transaction.

On September 25, 2006, the board of directors convened a special meeting at Clear Channel’s headquarters in San Antonio, Texas, to review and discuss Clear Channel’s strategic alternatives. The meeting was also attended by representatives of Akin Gump and Goldman Sachs. Akin Gump reviewed the directors’ fiduciary duties in the context of considering Clear Channel’s strategic alternatives. Messrs. Mark P. Mays and Randall T. Mays made a presentation regarding Clear Channel’s recent business results and financial performance, Clear Channel’s existing financial condition and Clear Channel’s strategic plans, goals and prospects.

Representatives of Goldman Sachs then made a presentation, which included an assessment of Clear Channel’s various strategic alternatives and reviewed illustrative financing at assumed leverage ratios for a leveraged buyout transaction. The directors discussed the presentation and asked questions of management regarding their confidence in Clear Channel’s plans, forecasts and prospects. The board of directors discussed the risk and challenge of Clear Channel’s existing business plans and prospects, as well as the opportunities such plans presented to Clear Channel. The board of directors discussed each of these alternatives in detail, including the potential value that each alternative could generate to Clear Channel’s shareholders, the attendant risks and challenges of each alternative, the potential disruption to Clear Channel’s existing business plans and prospects occasioned by each alternative and the likelihood of successfully executing on such alternatives.

Representatives of Goldman Sachs also reviewed with the board of directors the proposal from Consortium 1. The board of directors discussed the proposal generally and in relation to the other strategic alternatives that might be available to Clear Channel, particularly the spin-off of Clear Channel Outdoor combined with a sale of non-core assets by Clear Channel.

The board of directors of Clear Channel (excluding Messrs. Mark P. Mays, Randall T. Mays, and L. Lowry Mays and B. J. McCombs who were recused due to their potential interest in the transaction) continued the meeting. These directors, whom we refer to as the disinterested directors, consisting of Alan D. Feld,

Perry J. Lewis, Phyllis B. Riggins, Theodore H. Strauss, J. C. Watts, John H. Williams and John B. Zachry, have each been determined by the Clear Channel board of directors to be independent for the purposes of the transaction. Akin Gump again reviewed the directors’ fiduciary duties in considering strategic alternatives, including the possible sale of Clear Channel. Following discussion among the disinterested directors and representatives of Goldman Sachs and Akin Gump, the Clear Channel board of directors, by unanimous action of the disinterested directors, resolved to begin a process to explore strategic alternatives to enhance shareholder value.

Further, the disinterested directors determined to advise Messrs. Mark P. Mays, Randall T. Mays, and L. Lowry Mays and B. J. McCombs that they should not participate in deliberations by the board of directors with respect to any proposed leveraged buyout transaction because of their possible participation in the transaction following any closing. The disinterested directors determined that all communications between any potential buying groups be directly with Akin Gump and Goldman Sachs and not through members of management.

Further, the disinterested directors advised Messrs. Mark P. Mays, Randall T. Mays and L. Lowry Mays and B. J. McCombs to not have discussions, either directly or through their representatives, regarding the terms on which any of them would participate in the management of, or invest in, a surviving corporation following any sale of Clear Channel.

Goldman Sachs stated that, if a sales process developed with respect to the sale of Clear Channel, Goldman Sachs would be willing to offer debt financing to all potential buying groups to facilitate the sale process, noting that no buying group would be obligated to use Goldman Sachs as its debt financing source. Akin Gump discussed with the board of directors the nature of the potential conflict of interest that might arise from Goldman Sachs acting both as the financial advisor to the board of directors and Clear Channel and a possible financing source in connection with the sale of Clear Channel and described to the board of directors certain procedures that Goldman Sachs could undertake to ensure the separation between the financing teams and the team advising the board of directors and Clear Channel and the safeguards that Clear Channel could undertake with regard to such conflict, including obtaining a fairness opinion from another investment bank.

Representatives of Goldman Sachs were then excused from the board meeting and the disinterested directors engaged in a discussion of the risks and benefits relating to Goldman Sachs’ offer, including the potential conflict of interest and the related safeguards, with Akin Gump. After the discussion, the disinterested directors determined that, although they could anticipate circumstances in which such an offer may facilitate a sale process, those circumstances were not currently present and they determined not to authorize Goldman Sachs to make such an offer.

The disinterested directors determined that it would be advisable to establish a special advisory committee to evaluate and report to the directors as to the fairness of the terms of any leveraged buyout transaction or other proposal determined by the board of directors to be advisable to Clear Channel and that presented potential conflicts with the interests of any of the directors. The special advisory committee, consisting of Perry J. Lewis, who was designated as chair of the committee, John H. Williams and John Zachry, was formed and given the power, among others, to retain separate legal counsel and separate financial advisors. The process for pursuing, and all negotiations with respect to, any possible transaction would be directed by the disinterested directors as a whole.

The disinterested directors engaged in a discussion of the proposal made by Consortium 1. The disinterested directors determined that the price proposed was not adequate when compared with the other strategic alternatives considered at the meeting. After an extended discussion and consideration of all relevant issues, the disinterested directors authorized Goldman Sachs to communicate to Consortium 1 that the Clear Channel board of directors had no interest in pursuing a transaction at the valuation proposed by Consortium 1. The disinterested directors further directed Goldman Sachs to communicate to Consortium 1 that Clear Channel was terminating access to further due diligence on Clear Channel and its business and that if it desired to continue discussions and diligence it should materially improve its proposal.

In making these determinations, the disinterested directors emphasized that the Clear Channel board of directors had made no determination to effect a sale of Clear Channel and neither management nor Goldman Sachs was authorized to engage in a sale process. Nevertheless, in the event that discussions with Consortium 1 continued or if another buying group or buying groups emerged, the disinterested directors requested Mr. Alan Feld to act as lead director for purposes of any discussion with potential buyer groups and to oversee and provide direction to Goldman Sachs between meetings of the Clear Channel board of directors with respect to any future discussions.

Representatives of Goldman Sachs contacted Consortium 1 on September 26, 2006 and relayed the directions of the board of directors, to the effect that a price of $34.50 was inadequate and that the Clear Channel board of directors had determined not to pursue discussions and to terminate the due diligence process and that the board of directors would entertain further diligence and discussions if the consortium materially improved its offer.

On September 27, 2006, Consortium 1 contacted representatives of Goldman Sachs and indicated that, based upon certain assumptions regarding Clear Channel’s operations, it would be willing to acquire Clear Channel for $35.50 per share but would require further due diligence, including access to more members of senior management, in order to improve on this price. Blackstone and Providence also requested that, due to the size of some of the contractual obligations owing to management, it desired an opportunity to engage in discussions with Messrs. Mark P. Mays, Randall T. Mays and L. Lowry Mays regarding the terms on which they would be willing to participate in the management of, or invest in, the surviving corporation in the event a sale was accomplished. After discussion with representatives of Goldman Sachs and Akin Gump, Mr. Alan Feld authorized representatives of Goldman Sachs to allow Consortium 1 to undertake a limited due diligence investigation of Clear Channel for the sole purpose of improving on its proposal. The request to have conversations with Messrs. Mark P. Mays, Randall T. Mays and L. Lowry Mays was deferred until the Clear Channel board of directors could next meet.

On September 29, 2006, Blackstone and Providence requested permission to admit Kohlberg Kravis Roberts & Co., or KKR, to Consortium 1, which Mr. Alan Feld approved. KKR executed a confidentiality agreement containing substantially the same terms as the confidentiality agreements executed by Blackstone and Providence.

At a special meeting of Clear Channel board of directors held by telephone on October 3, 2006 (attended by each of the directors other than John Zachry), which representatives of Goldman Sachs and Akin Gump also attended, representatives of Goldman Sachs reported on the discussions with Blackstone and Providence since the September 25, 2006 meeting of the board of directors. Following this report, Messrs. Mark P. Mays, Randall T. Mays, and L. Lowry Mays and B. J. McCombs recused themselves and left the meeting. In response to the request by Blackstone and Providence on September 27, 2006, the disinterested directors determined that legal counsel for Messrs. Mark P. Mays, Randall T. Mays, and L. Lowry Mays, whom the disinterested directors authorized be engaged at Clear Channel’s expense to represent the Mayses in connection with any proposed leveraged buyout transaction, would be permitted to have general discussions with Weil regarding the terms upon which management might participate in the surviving corporation following a possible transaction on the condition that no direct discussions would be permitted, no specific negotiations arriving at any agreement would be had and that Akin Gump would be included in all such discussions.

On October 5 and 6, 2006, members of management held a two-day diligence session with representatives of Consortium 1 in New York City to discuss Clear Channel’s business, operations, financial condition, results of operations and financial forecasts for future periods. Also in attendance were representatives of Akin Gump and Goldman Sachs.

On October 6, 2006, there was a meeting between counsel for Messrs. Mark P. Mays, Randall T. Mays, and L. Lowry Mays and Weil in which counsel for the Mayses presented a summary of the terms on which the Mayses might participate in the management of, and invest in, the surviving corporation if a leveraged buyout transaction were to occur. Counsel for the Mayses also advised Weil that discussions with respect to Mr. L. Lowry Mays were only in respect of his employment arrangements and that he was not at this time interested in discussing the possibility of any on-going investment in Clear Channel. The meeting was also attended by Akin Gump.

On October 10, 2006, the special advisory committee met and determined to engage Sidley Austin LLP as its special counsel. The special advisory committee retained Lazard Frères & Co. LLC, or Lazard, as its financial advisor. Such retention contemplated that Lazard would undertake a study to enable it to render an opinion as to the fairness from a financial point of view of the financial consideration to be received by Clear Channel’s shareholders in connection with any sale of Clear Channel, which engagement was confirmed in an engagement letter dated October 25, 2006.

On October 11, 2006, representatives of Consortium 1 contacted Goldman Sachs and indicated that Consortium 1 would require further due diligence and an opportunity to meet further with senior management of Clear Channel before revising its proposal. At the direction of Mr. Alan Feld, Goldman Sachs requested Consortium 1 to identify with specificity what further diligence it required for this limited purpose and arranged for further meetings to be held on October 12 and October 13, 2006 in San Antonio, Texas. Separately, representatives of Clear Channel and Goldman Sachs were contacted by representatives of Thomas H. Lee Partners, L.P., or “THL Partners”, who stated that if Clear Channel was considering a leveraged buyout transaction, it desired to have an opportunity to discuss such a transaction with Clear Channel.

On October 12 and 13, 2006, Clear Channel management held a due diligence session with representatives of Consortium 1 in San Antonio, Texas, to discuss Clear Channel’s business, operations, financial condition, results of operations and financial forecasts for future periods. Also in attendance were representatives of Goldman Sachs.

At a special meeting of Clear Channel board of directors held by telephone on October 13, 2006 (attended by each of the directors other than J.C. Watts), which representatives of Goldman Sachs and Akin Gump also attended, representatives of Goldman Sachs updated the board of directors with respect to recent discussions with Consortium 1. Goldman Sachs then made a presentation on the potential strategic alternatives available to enhance shareholder value.

During the meeting, Goldman Sachs reported the contact with THL Partners and THL Partners’ desire to have exploratory discussions regarding a potential leveraged buyout transaction. Following Goldman Sachs’ report, Messrs. Mark P. Mays, Randall T. Mays, and L. Lowry Mays and B. J. McCombs recused themselves and left the meeting. The disinterested directors present continued to discuss THL Partners’ request for exploratory discussions. The disinterested directors discussed the increased possibility of a leak, as well as the distraction to Clear Channel’s management, and the potential negative impact on Clear Channel and its business and operations, that could arise by engaging in discussions with multiple parties. In light of these concerns and the potential adverse impact on Clear Channel, the disinterested directors present directed Goldman Sachs to communicate to THL Partners that the board of directors had not determined to sell Clear Channel. Akin Gump then reported that it had prepared a draft of a merger agreement to be distributed to Weil to elicit their views on the non-price terms of their proposal. The disinterested directors present requested that Akin Gump review the terms of the proposed form of merger agreement with Mr. Alan Feld, who would provide guidance on the terms reflected in the draft merger agreement.

Following discussions with Mr. Alan Feld, on October 14, 2006 Akin Gump distributed a draft merger agreement to Weil.

On October 15, 2006, Weil distributed a revised summary of senior executive arrangements and a management equity term sheet to counsel to Messrs. Mark P. Mays, Randall T. Mays, and L. Lowry Mays. Akin Gump was provided a copy of each of these submissions.

On October 18, 2006, Blackstone and Providence contacted representatives of Goldman Sachs and informed Goldman Sachs that KKR had withdrawn from Consortium 1, but that the remainder of the consortium was making a non-binding preliminary proposal to purchase Clear Channel at the price of $35.00 per share. Blackstone and Providence indicated that they would need to identify other equity and debt sources to complete the transaction and that they could complete their remaining due diligence and other work necessary to enter into definitive agreements for the proposed acquisition within two weeks.

Later that same day, Weil provided to Akin Gump Consortium 1’s written position on certain key terms in the draft merger agreement previously transmitted to it, including the termination date, the length of the marketing period, a go-shop right, the definition of material adverse effect, fiduciary termination rights, termination fees payable in certain circumstances by Clear Channel, on the one hand, and by the buyer, on the other hand, the conditions to closing, interim operating covenants, equity syndication terms, board recommendation provisions, specific performance rights, a proposed cap on the liability of the private equity firms for breach by the buyer and in other circumstances and the allocation of risk with respect to regulatory approvals required with respect to FCC matters and antitrust approvals.

At a special meeting of the Clear Channel board of directors held by telephone on October 19, 2006 (attended by each of the directors other than J.C. Watts), which representatives of Goldman Sachs and Akin Gump also

attended, Goldman Sachs updated the Clear Channel board of directors with respect to recent discussions with Consortium 1. Following Goldman Sachs’ report, Messrs. Mark P. Mays, Randall T. Mays, and L. Lowry Mays and B. J. McCombs recused themselves and left the meeting. Akin Gump reviewed the directors’ fiduciary duties when considering strategic alternatives, including a possible sale of Clear Channel. The disinterested directors present continued to discuss the most recent proposal by Consortium 1. It was noted that not only had the price proposed by the consortium been reduced but that any transaction was less certain to be executed in light of the fact that Consortium 1 no longer had equity and debt commitments sufficient to complete the transaction. The disinterested directors present discussed the alternatives available to Clear Channel, including a discussion of the values for the shareholders that could be achieved from a possible sale of Clear Channel compared to a spin-off of Clear Channel Outdoor combined with a sale of non-core assets. Following discussion, the disinterested directors present directed Goldman Sachs to communicate to Consortium 1 that the Clear Channel board of directors considered its proposal inadequate; that the board of directors had a meeting scheduled for October 25, 2006 to discuss and review Clear Channel’s strategic alternatives and if Consortium 1 desired that its proposal be given consideration, it should improve its proposal prior to such time; and that the board of directors intended in the interim to contact other parties that had expressed an interest in exploring a sale transaction. The disinterested directors present then authorized Goldman Sachs to contact THL Partners to ascertain whether it had an interest in leading a consortium to explore a possible sale transaction.

On October 20, 2006, Goldman Sachs contacted Blackstone and Providence and relayed the directives of the board of directors. Goldman Sachs also contacted THL Partners and informed THL Partners that it would provide THL Partners an opportunity to conduct due diligence to determine whether it had an interest in forming a consortium to pursue discussions with Clear Channel regarding a possible sale transaction. Goldman Sachs informed THL Partners that the board of directors was meeting on October 25, 2006 to discuss and review Clear Channel’s strategic alternatives and if THL Partners desired that a proposal be given consideration, it should provide an indication of interest prior to such time.

On October 21, 2006, Akin Gump met with Mr. Alan Feld to obtain guidance on the written positions taken by Consortium 1 with respect to the draft merger agreement.

On October 21 and 22, 2006, members of Clear Channel management participated in multiple telephone conferences with representatives of THL Partners to discuss Clear Channel’s business, operations, financial condition, results of operations and financial forecasts for future periods. Prior to that time, THL Partners signed a confidentiality agreement containing substantially the same terms as the confidentiality agreements executed by each of the other private equity firms.

On October 24, 2006, there were press reports to the effect that Clear Channel was in discussions with private equity firms regarding a possible sale transaction. Later that day, THL Partners submitted a non-binding expression of interest to acquire all of Clear Channel’s outstanding capital stock in an all cash transaction for $35.00 to $37.00 per share. THL Partners indicated that it would need to identify other equity and debt sources to complete the transaction but felt confident that it could secure firm commitments for the remaining equity and debt among firms that it had worked with in the past. The proposal further indicated that THL Partners anticipated that it could complete its remaining due diligence and other work necessary to enter into definitive agreements for the proposed acquisition within 20 days.

On that same day, Consortium 1 submitted a revised proposal to acquire all of Clear Channel’s outstanding common stock in an all cash transaction for $35.00 per share. The proposal indicated that KKR had rejoined the consortium. Accompanying the proposal was a “highly confident letter” from BAS and Merrill Lynch, representing 100% of the debt financing necessary to complete the transaction. The proposal further contemplated a 20 day exclusivity period and stated that Consortium 1 anticipated that it could complete its remaining due diligence and other work necessary to enter into definitive agreements for the proposed acquisition within that 20 day period.

On the same day, there were also press reports to the effect that Clear Channel was in discussions with private equity firms regarding a possible sale transaction.

On October 25, 2006, the Clear Channel board of directors convened a regular meeting at Clear Channel’s headquarters in San Antonio, Texas, to include a review and discussion of Clear Channel’s strategic alternatives.

The meeting was also attended by representatives of Akin Gump and Goldman Sachs. Akin Gump reviewed the directors’ fiduciary duties in the context of considering Clear Channel’s strategic alternatives, including a possible sale of Clear Channel.

Representatives of Goldman Sachs updated the Clear Channel board of directors regarding events that had transpired since the last meeting. Representatives of Goldman Sachs then discussed the proposals that had been received by the Clear Channel board of directors from Consortium 1 and THL Partners. Following Goldman Sachs’ discussion, the directors discussed the information they had received and asked questions of management regarding their confidence in Clear Channel’s plans, forecasts and prospects. Clear Channel’s board of directors discussed the risks and challenges of Clear Channel’s existing business plans and prospects, as well as the opportunities presented to Clear Channel by each of the alternative plans. The board of directors discussed each of these alternatives in detail, including the potential value that each alternative could generate to Clear Channel’s shareholders, the attendant risks and challenges of each alternative, the potential disruption to Clear Channel’s existing business plans and prospects occasioned by each alternative and the likelihood of successfully executing on such alternatives.

Following the discussion, Messrs. Mark P. Mays, Randall T. Mays, and L. Lowry Mays and B. J. McCombs recused themselves and left the meeting and the disinterested directors continued the meeting. Akin Gump again reviewed the directors’ fiduciary duties in considering strategic alternatives, including the possible sale of Clear Channel. The disinterested directors discussed each of the two proposals. It was noted that given the recent press reports about possible discussions with private equity firms, it was no longer possible to avoid the disruption that would accompany a more public process. After taking these factors into account and reviewing the other strategic alternatives presented to it, the disinterested directors determined that Clear Channel should issue a press release that same day announcing that the board of directors had commenced a review of Clear Channel’s strategic alternatives and that the board of directors had retained Goldman Sachs to advise it with respect to that review.

Further, Goldman Sachs was directed to inform Consortium 1 and THL Partners that Clear Channel intended to issue the press release and request that they submit their best and final proposal to the board of directors by close of business on November 10, 2006, accompanied by equity and debt financing commitments, sponsor guarantees, a summary of the terms (if any) proposed by the consortium with respect to management’s participation and/or investment in the surviving corporation and comments to a draft merger agreement to be supplied by Akin Gump.

Later that day, representatives of Goldman Sachs communicated the Clear Channel board of directors requests for final proposals to each of Consortium 1 and THL Partners. They also explained to each that Goldman Sachs and Akin Gump would make themselves available to discuss and negotiate key terms and provisions of the draft merger agreement prior to the November 10, 2006 deadline and that the Clear Channel board of directors encouraged each of them to avail themselves of the opportunity to negotiate proposed changes to the draft merger agreement issues prior to the November 10, 2006 deadline.

On that same day, THL Partners requested permission to form a consortium, which we refer to as Consortium 2, with Bain Capital Partners LLC, or Bain, and Texas Pacific Group, or TPG, which was approved by Mr. Alan Feld. Bain and TPG each entered into a confidentiality agreement with Clear Channel with terms substantially similar to the confidentiality agreements entered into by each of the other private equity firms.

On October 26, 2006, members of Clear Channel management held a due diligence session with Consortium 2 in San Antonio, Texas, to discuss Clear Channel’s business, operations, financial condition, results of operations and financial forecasts for future periods. Representatives of Goldman Sachs were also in attendance. Akin Gump transmitted to legal counsel to Consortium 2, Ropes & Gray LLP, or Ropes & Gray, a copy of the draft merger agreement previously submitted to Consortium 1. Further, Akin Gump explained the procedures previously approved by the Clear Channel board of directors with respect to contacts with Mark P. Mays, Randall T. Mays, and L. Lowry Mays with respect to the terms on which they might participate in the management or equity of the surviving corporation. Counsel for Mark P. Mays, Randall T. Mays, and L. Lowry Mays distributed to Ropes & Gray a summary of senior executive arrangements and a management equity term sheet. The summary and term sheet contained terms that were substantially identical to those most recently distributed to Consortium 1.

On October 27, 2006, the Clear Channel board of directors received a written non-binding, preliminary, indication of interest from a consortium, which we refer to as Consortium 3, consisting of Apollo Management,

L.P., or Apollo, and The Carlyle Group, or Carlyle, to acquire all of Clear Channel’s outstanding common stock for at least $36.00 per share in cash. The indication of interest stated that Consortium 3 had been informed by Goldman Sachs that the board of directors requested the submission of fully financed bids on November 10, 2006 and requested the board of directors to consider a more extended process. At the direction of Mr. Alan Feld, Goldman Sachs informed Consortium 3 that, upon execution of confidentiality agreements, it would be provided access to management and due diligence materials and requested Consortium 3 to submit a more definitive proposal (including plans for financing) by November 1, 2006.

On that same day, Lazard received, and forwarded to Goldman Sachs, from a consortium, which we refer to as Consortium 4, consisting of Cerberus Capital Management, or Cerberus, and Oak Hill Capital Management, or Oak Hill, a non-binding, preliminary indication of interest to engage in discussions regarding a possible leveraged buyout transaction with Clear Channel. The indication of interest did not contain a price at which Consortium 4 would be interested in completing a transaction.

A special meeting of Clear Channel board of directors was held by telephone on October 28, 2006 (attended by each of the directors other than Mr. Theodore H. Strauss), which representatives of Goldman Sachs and Akin Gump also attended. Mr. Alan Feld and representatives of Goldman Sachs updated the Clear Channel board of directors regarding events that had transpired since the last meeting. Messrs. Mark P. Mays, Randall T. Mays, and L. Lowry Mays and B. J. McCombs then excused themselves from the meeting. The disinterested directors present then discussed the indications of interest received from Consortium 3 and Consortium 4. Following the discussion, the disinterested directors present directed Goldman Sachs to inform Consortium 3 that if, following preliminary due diligence on Clear Channel and its business, it submitted a more definitive proposal that was competitive, the board of directors would look favorably on their request that the time for submission of bids be extended. In addition, the directors present directed Goldman Sachs to contact Consortium 4 and inquire as to whether they had intended to submit an indication of interest and, if that was the case, to provide a preliminary indication of the valuation they were considering.

Goldman Sachs also reported that both THL Partners and Apollo had inquired regarding the availability of financing from Goldman Sachs. Goldman Sachs confirmed that, to facilitate the sale process, Goldman Sachs would be willing to offer debt financing to all consortia, noting that no consortium would be obligated to use Goldman Sachs as its debt financing source. Akin Gump reviewed with the disinterested directors the nature of the potential conflict of interest that might arise from Goldman Sachs acting both as the financial advisor to the Clear Channel board of directors and Clear Channel and a possible financing source in connection with the sale of Clear Channel and the procedures that Goldman Sachs could undertake to ensure the separation between the financing teams and the team advising the board of directors of Clear Channel and the safeguards that Clear Channel could undertake with regard to such conflict.

Representatives of Goldman Sachs were then excused from the board meeting and the disinterested directors engaged in a discussion of the risks and benefits relating to Goldman Sachs’ offer, including the potential conflict of interest and the related safeguards, with Akin Gump present. After the discussion, the disinterested directors present determined that, in light of the short period that remained prior to the time for the submission of the bids and in order to increase the competitiveness of the bidding process, Goldman Sachs was authorized to offer debt financing on the condition that appropriate procedural safeguards acceptable to Akin Gump and Mr. Alan Feld were put in place and that Goldman Sachs offered the same package of debt financing to each consortium.

On October 29, 2006, Apollo and Carlyle each executed confidentiality agreements with terms substantially similar to those contained in the confidentiality agreements with the other private equity firms.

On October 29 and 30, 2006, management held a due diligence session by telephone with representatives of Consortium 3 to discuss Clear Channel’s business, operations, financial condition, results of operations and financial forecasts for future periods.

On October 29, 2006, the Clear Channel board of directors and representatives of Goldman Sachs received a written non-binding, preliminary indication of interest from Consortium 4 to acquire all of Clear Channel’s outstanding common stock for a price ranging from $37.00 to $39.00 per share. At the direction of Mr. Alan Feld, representatives of Goldman Sachs informed Consortium 4 that, upon execution of confidentiality agreements, they

would be provided access to Clear Channel management and due diligence materials and were requested to submit a more definitive proposal (including plans for financing) in the next several days. Goldman Sachs was also directed to inform them that if, after they completed preliminary due diligence on Clear Channel and its business, they submitted a more definitive proposal (including plans for financing) that was competitive, the Clear Channel board of directors would look favorably on any request to extend the time for submission of bids.

On October 30, 2006, Mr. Alan Feld, on behalf of the board of directors, and Goldman Sachs executed a consent letter outlining agreed upon procedures with respect to the planned offer by Goldman Sachs of debt financing to each consortium.

On that same day, drafts of confidentiality agreements in substantially the same form executed by each of the other private equity firms were presented to Cerberus and Oak Hill and their counsel. Clear Channel and Akin Gump engaged in negotiations with Cerberus and Oak Hill from October 30, 2006 through November 10, 2006 to attempt to reach agreement on a form of confidentiality agreement. The parties were unable to reach agreement due to the fact that Cerberus and Oak Hill were unwilling to agree to provisions comparable to those agreed to by the other private equity firms.

On that same day, Weil presented to Akin Gump comments from Consortium 1 on the draft merger agreement.

On that same day, Clear Channel management held a due diligence session in San Antonio, Texas, with representatives of Lazard to discuss Clear Channel’s business, operations, financial condition, results of operations and financial forecasts for future periods.

In addition, on that same day, Clear Channel management also held a telephonic due diligence session with representatives of Consortium 3 to discuss Clear Channel’s business, operations, financial condition, results of operations and financial forecasts for future periods. Representatives of Goldman Sachs were also in attendance.

On October 31, 2006, Clear Channel management held a due diligence session in San Antonio, Texas, with representatives of Consortium 3 to discuss Clear Channel’s business, operations, financial condition, results of operations and financial forecasts for future periods. Representatives of Goldman Sachs were also in attendance.

In or around late October 2006, representatives of TPG indicated to THL Partners and Bain that TPG was having difficulty with its participation in the transaction, and that TPG did not want to impede the process.

On November 1, 2006, Apollo verbally submitted to Goldman Sachs a revised non-binding preliminary indication of interest to acquire all of the common stock of Clear Channel in an all cash transaction at a price of $35.00 per share and informed Goldman Sachs that Carlyle had removed itself from Consortium 3. Following this time, Apollo did not request to participate in any further diligence or indicate any interest to form another consortium or submit a proposal.

During the first two weeks of November 2006, through November 15, 2006, Consortium 1 and Consortium 2, their financing partners, representatives and advisors continued to conduct due diligence on Clear Channel and its business. In addition, Clear Channel, Akin Gump and FCC and antitrust counsel for Clear Channel conducted due diligence on the members of each of the consortia, particularly with respect to their investments in other media companies and the markets that such companies operated in and the participation of any non-United States persons in such consortia.

On November 3, 2006, the special advisory committee retained Watson Wyatt & Company (“Watson Wyatt”) as its executive compensation consultant. The retention was confirmed in an engagement letter dated November 6, 2006. Such retention contemplated that Watson Wyatt would review the existing change-in-control arrangements for Messrs. Mark P. Mays, Randall T. Mays, and L. Lowry Mays, any proposed settlement of such existing arrangements in conjunction with a change of control of Clear Channel and any proposed new incentive and investment arrangements for management. Watson Wyatt’s engagement also contemplated a comparison of proposed management arrangements with benchmark data.

During the first two weeks of November, the special advisory committee met three times in connection with its review of the possible transactions. At these meetings, the special advisory committee received the advice and reports of Sidley, Lazard and Watson Wyatt.

On November 4, 2006, Ropes & Gray submitted to Akin Gump written comments to the draft merger agreement on behalf of Consortium 2.

A special meeting of Clear Channel board of directors was held by telephone on November 7, 2006 (attended by each of the directors), which representatives of Goldman Sachs, Akin Gump and Sidley also attended. Representatives of Goldman Sachs updated the board of directors regarding events that had transpired since the last meeting of the board of directors. Akin Gump reviewed the Clear Channel directors’ fiduciary duties in considering strategic alternatives, including the possible sale of Clear Channel. Messrs. Mark P. Mays, Randall T. Mays, and L. Lowry Mays and B. J. McCombs then recused themselves and left the meeting. Akin Gump then summarized the key terms of the draft merger agreement presented to each of Consortium 1 and Consortium 2. The key terms covered the scope of the representations, warranties and covenants made by the respective parties to the agreement, as well as the conditions to closing the transaction and the provisions relating to the termination of such agreement. Akin Gump then summarized the comments on the draft merger agreement received from each consortium. The disinterested directors instructed Akin Gump and Goldman Sachs that they would not approve a definitive agreement that was contingent on receipt of financing for the transaction; that the board of directors must have the right to change its recommendation to Clear Channel’s shareholders with respect to the transaction if required by its fiduciary duties to do so; that the board of directors must be able to terminate the agreement if it received a superior proposal following execution of a definitive agreement; that the fee payable by Clear Channel if it terminated the agreement must be reasonable, with a lower fee payable during a post-signing go-shop period; that the buying group must agree not to syndicate its equity holdings to other bidders in the process in order to protect the integrity of the bidding process; that the buying group must covenant to take all necessary actions to obtain FCC and HSR approvals; that the buying group must be liable to Clear Channel if the buyer breaches its obligations under the definitive agreement or a closing fails to occur due to the failure of the regulatory conditions; and that the terms of the transaction should provide additional purchase price in the event the closing of the transaction is extended beyond an agreed upon date, which we refer to as a ticking fee.

During the period from November 8, 2006 through November 12, 2006, Akin Gump and Goldman Sachs continued to negotiate the terms of a draft merger agreement with Consortium 1 and Consortium 2 through telephonic meetings and in-person meetings held at Akin Gump’s offices in New York City. Also participating in some of these meetings were the parties’ respective FCC and antitrust counsel. During the course of these discussions and negotiations, the parties addressed each of the key terms of the draft merger agreement and the proposed plans of each of the two consortium for dealing with potential FCC and HSR issues raised by the fact that each of the consortia had investments in other media companies, some of which operated broadcast stations and print media in markets overlapping markets served by Clear Channel’s television and radio broadcast stations. Key terms addressed in these negotiations included the terms of any ticking fee, the board of directors’ request for a go-shop period, the structure and amount of break up fees and reverse break up fees, change of recommendation provisions, the board of directors request that the equity holdings of each consortium not be syndicated to other participants in the bidding process, the definition of superior proposal and material adverse effect, and the remedies of Clear Channel for breach of the merger agreement.

On November 8, 2006, Consortium 2 informed Goldman Sachs it would not be able to submit a complete bid package on November 10, 2006. After consulting with Mr. Alan Feld, Goldman Sachs informed each of Consortium 1 and Consortium 2 that the deadline for submitting the bid packages would be moved to November 13, 2006.

From November 8, 2006 through November 12, 2006, representatives Goldman Sachs and Akin Gump periodically consulted with Mr. Alan Feld to provide him an update on developments in the separate negotiations and to solicit his guidance on potential resolution of differences between the positions taken by the board of directors and the positions taken by the two consortia.

During this period, the parties and their advisors finalized the terms of separate agreements to be entered into by the equity sponsors that comprised each consortium, which we refer to as limited guarantees, pursuant to which such equity sponsors would guarantee certain payment obligations of the buyer under the draft merger agreement, subject to a cap. In addition, during this time period, counsel for Messrs. Mark P. Mays, Randall T. Mays, and L. Lowry Mays and counsel for each of the consortia continued to exchange views on the terms on which the Mayses would participate in management, and invest in, the surviving corporation resulting for any transaction.

On November 12, 2006, Akin Gump and representatives of Goldman Sachs met separately with each of Consortium 1 and Consortium 2 and their advisors to review the procedures for submitting bids on November 13, 2006. Each consortium was informed that Akin Gump would deliver to it a final draft of the merger agreement reflecting the terms which had been agreed to during the course of negotiations and, where agreement had not been reached, the terms proposed by the board of directors. Each consortium was told that, as part of the bid package, it would have an opportunity to make changes to the final draft of the merger agreement, but that any changes submitted would weigh against its bid when considered by the board of directors. Each consortium was requested to submit written bid packages on November 13, 2006 indicating the price per share to be paid for 100% of the common stock of Clear Channel in an all cash transaction and consisting of (i) a copy of the final draft of the merger agreement, marked with any proposed changes, (ii) a detailed description of financing sources, including commitment letters, (iii) a final form of the limited guarantee and (iv) a description of the terms proposed by the consortium with respect to the participation of Messrs. Mark P. Mays, Randall T. Mays, and L. Lowry Mays in the surviving corporation.

On November 12, 2006, representatives of THL Partners and Bain informed Goldman Sachs that TPG would not be a participant in Consortium 2.

Consortium 1 and Consortium 2 submitted complete bid packages on November 13, 2006.

Clear Channel’s board of directors convened a special meeting on November 14, 2006, which was also attended by representatives of Akin Gump, Goldman Sachs, and Sidley. Present at the commencement of the meeting were each of the disinterested directors. Akin Gump reviewed the directors’ fiduciary duties in considering strategic alternatives, including the sale of Clear Channel. Representatives of Goldman Sachs then made a presentation to the disinterested directors. The presentation contained analyses prepared by Goldman Sachs that were substantially similar to those described under “Opinion of Clear Channel’s Financial Advisor” utilizing then-current data. During this presentation Goldman Sachs orally reviewed the history of negotiations with Consortium 1 and Consortium 2 and developments since the last meeting of Clear Channel board of directors. Goldman Sachs also reviewed its contacts with Consortium 3 and Consortium 4 and confirmed to the disinterested directors that each such consortium had been informed that if, after conducting preliminary due diligence, it had made a qualified proposal that sufficient time would be provided to it in order to participate in the bidding process.

Goldman Sachs then reviewed the two bid packages received on November 13, 2006. Each consortium proposed an all cash transaction at a price of $36.50 per common share. Goldman Sachs also described the terms proposed by each of the consortium for the participation of management in the surviving corporation. Akin Gump described how the key terms discussed at the November 7, 2006 board meeting had been resolved and reviewed with the disinterested directors the principal differences between the two merger agreements submitted as part of the bid packages. The non-financial terms proposed by Consortium 2 were overall more favorable than those proposed by Consortium 1 with respect to matters affecting the responsibilities of the consortium to resolve issues that may arise in obtaining necessary regulatory consents. Conversely, the structure and amounts of the termination fees payable by the consortium in the event of a breach or failure to close in certain circumstances proposed by Consortium 1 were more favorable than those proposed by Consortium 2. Further, Consortium 1 proposed a go-shop period of 30 days following signing and Consortium 2 proposed a go-shop period of 21 days following signing. The disinterested directors then received reports from regulatory counsel with respect to the FCC and HSR approval processes, issues that may be encountered and any differences presented by the participants of the two consortia.

Following the presentations by Goldman Sachs, Akin Gump and regulatory counsel, the disinterested directors directed Goldman Sachs to communicate with each of Consortium 1 and Consortium 2 that their bids reflected identical per share prices and that they would need to improve their bids if they were to receive favorable consideration and to review the merger agreement provisions they could improve to make their bid more favorable.

The disinterested directors then discussed the current change in control contracts between Clear Channel and each of Messrs. Mark P. Mays, Randall T. Mays, and L. Lowry Mays, including provisions providing for income tax and excise tax gross ups and the potential financial impact these arrangements might have on a merger proposal

when compared to benchmark arrangements with executives at comparable companies. The disinterested directors determined to request Messrs. Mark P. Mays, Randall T. Mays, and L. Lowry Mays to accept a reduction in their change in control payments and benefits, including the elimination of income tax gross ups. Messrs. Alan Feld and John Zachry, chairman of the compensation committee, were requested to communicate these requests. The meeting was adjourned to the following morning.

Following adjournment, Goldman Sachs and Akin Gump communicated the instructions of Clear Channel board of directors to each of Consortium 1 and Consortium 2 and requested that each of the consortiums submit improved bids on November 15, 2006.

The meeting of the board of directors was reconvened on November 15, 2006. Mr. Mark P. Mays reported to the board that in order to assure the receipt of the best price available in the circumstances, each of he, Messrs. Randall T. Mays and L. Lowry Mays had agreed to a reduction in payments and benefits otherwise provided by their change in control agreements in the event that Clear Channel entered into a merger agreement with either Consortium 1 or Consortium 2 and the merger (or a superior proposal) was consummated. The agreed upon reductions included the elimination of Mr. L. Lowry Mays’ cash severance payment otherwise due him upon a termination of employment following the merger, a reduction in the severance payment and benefits otherwise due Messrs. Mark P. Mays and Randall T. Mays upon a termination of employment following the merger, the elimination of the income tax gross ups otherwise due Messrs. Mark P. Mays and Randall T. Mays, and certain other modifications. As a result of these agreed upon changes, it was estimated, by the disinterested directors based on certain assumptions, including among others the timing of the closing, that Clear Channel would realize approximately $300 million in savings, which the disinterested directors expected would enable the potential buyer to offer a higher consideration for Clear Channel. The disinterested directors expressed their appreciation to the Mayses for these concessions and Goldman Sachs was instructed by the disinterested directors to inform each of Consortium 1 and Consortium 2 of these changes so that they could be reflected in their revised proposals. In addition, the deadline for submitting the revised proposals was extended to provide sufficient time to reflect these changes.

Clear Channel’s board of directors then received an updated presentation from Goldman Sachs reflecting its final assessment of the strategic alternatives available to Clear Channel. The presentation contained analyses prepared by Goldman Sachs that were substantially similar to those described under “Opinion of Clear Channel’s Financial Advisor” utilizing then-current data. Clear Channel’s directors discussed the presentation and asked questions of management and conducted a thorough review of each of these alternatives, including 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 on such alternatives. Following this presentation the Clear Channel board of directors determined that, depending on receipt of a final proposal from one of the consortium that was acceptable to the disinterested directors, a sale of Clear Channel presented the strategic alternative that was in the best interests of the shareholders. Messrs. Mark P. Mays, Randall T. Mays, and L. Lowry Mays confirmed that they were prepared to conclude their management arrangements with either consortium if that were the decision of the disinterested directors.

Messrs. Mark P. Mays, Randall T. Mays, and L. Lowry Mays and B. J. McCombs left the meeting and the disinterested directors continued the meeting. Following receipt of the revised proposal from each of Consortium 1 and Consortium 2, the two proposals were read to the disinterested directors. Consortium 1 submitted a revised proposal at $36.85 per share and Consortium 2 submitted a revised proposal at $37.60 per share. In addition, each of the two revised proposals reflected improvements to the terms of the merger agreement. It was determined by the disinterested directors that the proposal submitted by Consortium 2 represented the most attractive proposal. At the request of the disinterested directors, Goldman Sachs reviewed with the disinterested directors its financial analysis of the merger consideration proposed by Consortium 2 and 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 $37.60 per share in cash to be received by the holders of the outstanding shares of Clear Channel common stock (other than holders of Rollover Shares) pursuant to the merger agreement was fair, from a financial point of view, to such holders.

Prior to approving the execution of definitive agreements, the disinterested directors requested that the special advisory committee report to the directors its assessment of the fairness of the terms of the proposed merger with Consortium 2 to Clear Channel’s unaffiliated shareholders. The meeting of the board was then recessed and the special advisory committee convened separately with Sidley, Lazard and Watson Wyatt. At the meeting of the special advisory committee, the special advisory committee requested that Lazard render an opinion as to whether the financial consideration to be received by Clear Channel shareholders in the proposed merger with entities sponsored by Consortium 2 was fair from a financial point of view to Clear Channel shareholders (other than Clear Channel, Merger Sub, any holder of Rollover Shares and any shareholder who is entitled to demand and properly perfects appraisal rights). Lazard delivered to the special advisory committee an oral opinion, which was subsequently confirmed by a written opinion dated November 16, 2006, that, as of such date and based upon and subject to the factors and assumptions set forth in its written opinion, the consideration to be received by the holders of Clear Channel’s common stock in the proposed merger was fair, from a financial point of view, to such holders (other than Clear Channel, Merger Sub, any holder of Rollover Shares and any shareholder who is entitled to demand and properly perfects appraisal rights). Watson Wyatt advised the special advisory committee that the modified management arrangements conformed more closely in design and amount to benchmarks (except with respect to Mr. L. Lowry Mays, whose amended arrangement was more favorable to Clear Channel than a standard arrangement). Watson Wyatt confirmed their report that buyouts for the full amount of existing severance arrangements are typical in leveraged buyout transactions, the proposed award of restricted stock to Messrs. Mark P. Mays and Randall T. Mays was in an amount consistent with a buyout of the modified severance arrangements and the proposed equity pool for management in the modified arrangements was within benchmark ranges.

After additional discussion and deliberation with its advisors, the special advisory committee determined that the terms of the proposed merger with entities sponsored by Consortium 2 was fair to Clear Channel’s unaffiliated shareholders.

Following the meeting of the special advisory committee, the directors (excluding Messrs. Mark P. Mays, Randall T. Mays, and L. Lowry Mays and B. J. McCombs) reconvened, and the chair of the special advisory committee reported to the disinterested directors as a whole its assessment as to fairness. Clear Channel’s board of directors, by the unanimous vote of the disinterested directors, determined that the merger is advisable and in the best interests of Clear Channel and its shareholders, approved the merger and the merger agreement and resolved to recommend to the shareholders of Clear Channel approval of the merger and approval and adoption of the merger agreement.

After the meeting was adjourned, Clear Channel, the Fincos and Merger Sub executed the merger agreement and issued a press release announcing the merger.

Following the execution of the merger agreement, Goldman Sachs began the process of contacting private equity firms and strategic buyers that might be interested in exploring a transaction with Clear Channel. Of the 22 parties contacted during the 21-day post-signing go-shop period, including 16 potential strategic buyers and 6 private equity firms (2 of which had previously been contacted, but had not entered into confidentiality agreements), none submitted a proposal to pursue a transaction with Clear Channel. Accordingly, on December 8, 2006, Clear Channel notified the Fincos that Clear Channel had not received any proposals that would qualify as an “Excluded Competing Proposal” for purposes of the solicitation provisions of the merger agreement.

During the period between January and March 2007, Messrs. Mark and Randall T. Mays together with Alan Feld, Clear Channel’s lead director, and Perry J. Lewis, the Chairman of the special advisory committee, met with several of Clear Channel’s institutional shareholders to provide them more detail regarding the board’s process that led to its determination to recommend the merger. During these meetings, some of Clear Channel’s institutional shareholders indicated that they intended to vote against the merger proposal and expressed the view that the merger consideration of $37.60 per share was not sufficient to obtain their vote.

At a meeting held on March 13, 2007, Clear Channel’s board of directors, with Messrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays and B. J. McCombs recusing themselves, rescheduled the special meeting of shareholders to April 19, 2007 and set a new record date for shareholders entitled to vote at the special meeting of March 23, 2007. In making that determination, the Clear Channel board considered the substantial trading volume in Clear Channel’s shares of common stock since the original record date for the special meeting, and as the original record date no longer reflected Clear Channel’s then current shareholder base, determined to set a new record date to better align the economic and voting interests of all shareholders.

On April 12, 2007, Ropes & Gray, on behalf of the Fincos, requested in writing to the Clear Channel board that pursuant to the terms of the merger agreement, Clear Channel reconfirm to Clear Channel’s shareholders its recommendation to vote in favor of approval and adoption of the merger agreement and the merger.

On April 13, 2007, the Fincos provided to Clear Channel board of directors a letter indicating their willingness to discuss a proposal to amend the merger agreement. The proposal reflected a change in the merger consideration to include $38.50 per share, the opportunity for each shareholder, in that shareholder’s sole discretion, to receive the $38.50 in either, or a combination of, cash and/or shares of stock in the surviving corporation (up to an aggregate cap on the number of shares of stock equivalent to 10% of the outstanding shares immediately following the merger) and a “contingent value right,” or CVR, providing for a right to receive contingent cash payments in certain circumstances. Specifically, the CVR would provide that the shareholders would receive in installments (i) following the closing of the merger, within 10 business days following the availability of certain financial statements covering the period through closing, (ii) in 2009, 50% of the net proceeds (net of expense, reserves, and certain other costs and taxes) received by Clear Channel from the sale of certain non-core radio and television assets in excess of $2.0 billion, and (iii) in 2010 an additional amount per share if the compounded annual growth rate (“CAGR”) of Clear Channel’s radio business for the period from January 1, 2006 through December 31, 2009 is 2% or higher. In the latter case, if the CAGR for Clear Channel’s radio business for this period was less than 2%, no additional amount would be paid under the CVR; if the CAGR for Clear Channel’s radio business for his period was equal to or greater than 2% (but less than 3%), an additional $1.00 per share would be paid to Clear Channel shareholder; and if the CAGR for Clear Channels radio business for this period was greater than 3%, an additional $2.00 per share would be paid to Clear Channel’s shareholders. The proposal also included proposed additional termination fees payable by Clear Channel in certain circumstances, as follows: (x) in the event that Clear Channel’s shareholders did not approve the merger at the special meeting, Clear Channel would be required to pay to the Fincos $75 million in lieu of any expense reimbursement (which under the original merger agreement and under the merger agreement is capped at $45 million) and (y) in the event that the merger agreement was terminated and a Competing Proposal was consummated with one of the parties contacted during the auction process or the go-shop period within 12 months thereafter, Clear Channel would be required to pay a termination fee to the Fincos in the amount of $600 million. The proposal made by the Fincos provided that it would terminate automatically in the event that Clear Channel made any public disclosure of its terms.

On that same day, Clear Channel’s board of directors convened a special meeting by telephone, which was attended by representatives of Akin Gump and Goldman Sachs. Present at the meeting were each of the directors (other than Ms. Phyllis Riggins and Mr. J.C. Watts). Representatives of Goldman Sachs summarized the financial terms of the proposal received from the Fincos. Representatives of Akin Gump addressed certain legal matters, including the fiduciary duties of the board of directors. They further explained that if the Clear Channel board were to accept the proposal, the timing of the special meeting could be delayed by as much as 90 days in order to allow Clear Channel an opportunity to prepare, file and process a registration statement with the Securities and Exchange Commission and distribute it to Clear Channel’s shareholders. Management reported that, after consulting with representatives of Goldman Sachs, the value of the CVR is highly uncertain given the nature of the minimum thresholds for any future payments. Management noted that its current estimates indicated that the net proceeds from non-core radio and TV assets (as these terms were defined in the Fincos’ proposal) would not exceed $2.0 billion and that analyst estimates for growth in the radio industry are uncertain. Clear Channel’s board requested Goldman Sachs to prepare a financial analysis regarding the proposal and adjourned the meeting to April 15, 2007. Each of Messrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays and B. J. McCombs then excused themselves from the meeting. The disinterested directors continued their deliberations.

A special meeting of Clear Channel board of directors was held by telephone on April 15, 2007 (attended by each of the directors other than Mr. B. J. McCombs and Ms. Phyllis Riggins), and was also attended by representatives of Akin Gump and Goldman Sachs. Management reviewed and discussed its revised forecasts with Clear Channel’s board of directors. Representatives of Goldman Sachs made a presentation to Clear Channel’s board of directors regarding an analysis of the financial terms of the proposed amendment to the merger agreement and an updated financial analysis of the strategic alternatives available to Clear Channel, including a separation of

Clear Channel Outdoor, a recapitalization and special dividend. The presentation contained analyses prepared by Goldman Sachs that were substantially similar to those described under “Opinion of Clear Channel’s Financial Advisor” utilizing then-current data. The directors discussed the presentation and asked questions of management and conducted a thorough review of each of these alternatives, including 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 on each alternative.

Following this presentation, each of Messrs. Mark P. Mays, Randall T. Mays and L. Lowry Mays then excused themselves from the meeting and the disinterested directors continued their deliberations. Following discussion, the disinterested directors directed Goldman Sachs to inform the Fincos that the board was concerned about the delays that would be attendant to their proposal and that they strongly favored an all cash offer, which should be increased from $38.50 per share in light of the expressed opposition of certain of Clear Channel’s shareholders.

On April 16, 2007, a special meeting of the board of directors was held by telephone, which was also attended by representatives of Akin Gump and Goldman Sachs. Representatives of Goldman Sachs reported to Clear Channel’s board of directors on Goldman Sachs’ discussion with the Fincos following the meeting of the board of directors held on April 15, 2007. Goldman Sachs reported that the Fincos had indicated they would take under consideration the request that the offer be converted to an all cash offer. Goldman Sachs also reported that the Fincos had requested that the board of directors respond to the other terms of the proposal, including the changes to the termination fee provisions. Following a discussion among Clear Channel’s directors, Goldman Sachs was instructed to inform the Fincos that the Clear Channel board of directors strongly preferred an increased all-cash offer and that the board was not agreeable to any change in the termination fees.

On April 17, 2007, the Fincos submitted to Clear Channel’s board of directors a revised written proposal to amend the merger agreement. The revised proposal reflected an all-cash merger consideration of $39.00 per share. The revised proposal also included proposed changes in termination fees payable by Clear Channel in certain circumstances, as follows: (i) in the event that Clear Channel’s shareholders did not approve the merger at the special meeting, Clear Channel would be required to pay to the Fincos $60 million in lieu of any expense reimbursement (which under the original merger agreement and under the merger agreement is capped at $45 million) and (ii) in the event that the merger agreement was terminated for any reason other than a willful breach by the Fincos and Clear Channel executed a definitive agreement with respect to or consummated a Competing Proposal with one of the parties contacted during the auction process or the go-shop period within 12 months thereafter, Clear Channel would be required to pay a termination fee to the Fincos in the amount of $500 million.

On April 17, 2007, the Clear Channel board of directors convened a special meeting by telephone, which also was attended by representatives of Akin Gump and Goldman Sachs. Present at the meeting were each of Clear Channel directors. Goldman Sachs discussed with the board of directors the terms of the written proposal submitted by the Fincos. Following the discussion, each of Messrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays and B. J. McCombs then excused themselves from the meeting and the disinterested directors discussed the revised written proposal. The disinterested directors directed Goldman Sachs to inform the Fincos that the board was not agreeable to the $60 million fee payable in the event the shareholders failed to approve the merger but, in consideration of the increase in the merger consideration, would accept an additional fee of $100 million in the event that the merger agreement was terminated and a Competing Proposal was consummated with one of the parties contacted during the auction process or the go-shop period within 12 months thereafter. The special meeting was adjourned to enable Goldman Sachs to discuss the board’s proposal with the Fincos.

Later on that same date, the Clear Channel board of directors re-convened the special meeting by telephone. Goldman Sachs reported that the Fincos had revised their proposal further, indicating that it was their best and final proposal. The revised proposal was presented in the form of an amendment to the merger agreement, which in its final form is referred to in this proxy statement/prospectus as Amendment No. 1. The revised proposal reflected an all-cash merger consideration of $39.00 per share. The revised proposal also included a proposed change in termination fees payable by Clear Channel in the event that the merger agreement was terminated for any reason other than a willful breach by the Fincos and Clear Channel executed a definitive agreement with respect to or

consummated a Competing Proposal with one of the parties contacted during the auction process or the go-shop period, or their affiliates, within 12 months thereafter. In this event, Clear Channel would be required to pay a termination fee to the Fincos in the amount of $200 million. Representatives of Akin Gump reviewed with Clear Channel’s board of directors its fiduciary duties in the context of a review of the proposed amendment to the original merger agreement. Representatives of Goldman Sachs outlined for Clear Channel’s board of directors an analysis of the financial terms of the proposed amendment to the original merger agreement. The directors discussed the analysis and asked questions of management. Clear Channel’s directors reviewed their deliberations and discussion of the other strategic alternatives available to Clear Channel at the prior meetings and asked questions of Goldman Sachs and management.

Following these discussions, each of Messrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays and B. J. McCombs then excused themselves from the meeting and the disinterested directors continued their deliberations. Goldman Sachs then delivered to Clear Channel’s board of directors its oral opinion (subsequently confirmed in writing), that as of the date of its opinion, and based upon and subject to the factors and assumptions therein, the consideration of $39.00 per share in cash to be received by the holders of the outstanding shares of Clear Channel’s common stock (other than the Rollover Shares) pursuant to the merger agreement was fair from a financial point of view to such holders.

In connection with the execution of the original merger agreement, 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, with the purpose of providing its assessment as to the fairness of the terms of the original merger agreement and to provide its assessment in the event Clear Channel receives a Competing Proposal. The special advisory committee was not requested by the independent directors to separately assess the proposed amendment, as the amendment does not constitute a Competing Proposal. As a consequence, Lazard, financial advisor to the special advisory committee, was not requested to provide an opinion with respect to the proposed amendment.

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 to the merger agreement and the transactions contemplated thereby and approved and adopted Amendment No. 1. Clear Channel’s board of directors then determined that, subject to the execution of the amendment to the merger agreement, the special meeting be rescheduled and held on May 8, 2007 to allow Clear Channel’s shareholders entitled to vote at the special meeting additional time to consider the amendment to the merger agreement and the information in the proxy statement.

On April 18, 2007, Clear Channel, Merger Sub and the Fincos executed the amendment to the merger agreement and issued a press release announcing the amendment to the merger agreement.

During the period from April 18, 2007 through May 2, 2007, two of the country’s leading institutional proxy advisor services, Institutional Shareholder Services and Glass Lewis & Co., recommended against the merger transaction, stating that the $39.00 per share purchase price was too low. Further, the Clear Channel board continued to receive proxies in response to its proxy solicitation; which by May 2, 2007 reflected a vote against the merger of more than the required ¹ / 3 of the outstanding shares necessary to defeat the merger proposal.

There were no substantive discussions regarding the terms of the proposed merger between the board of directors and the Fincos after April 18, 2007 until the board of directors received from the Fincos on May 2, 2007 a term sheet contemplating a change in the terms and structure of the merger agreement. The term sheet contemplated (i) an increase in the merger consideration to be paid to unaffiliated shareholders from $39.00 to $39.20 per share and (ii) the opportunity for each shareholder to elect between cash and stock in the surviving corporation in the merger (up to an aggregate cap equivalent to 30% of the outstanding capital stock and voting power immediately following the merger). Under this proposal, each of Messrs. L. Lowry Mays, Mark P. Mays and Randall T. Mays (and their affiliates) and each director of Clear Channel would be entitled to receive $37.60 per share in cash for each share of common stock (and options) held by them (or in the case of a rollover, shares with a value of $37.60 per share), in lieu of the $39.20 per share and the election set forth above.

On May 3, 2007, the Clear Channel board of directors convened a special meeting by telephone, which also was attended by representatives of Akin Gump and Goldman Sachs. Present at the meeting were each of the Clear Channel directors. Representatives of Akin Gump reviewed with Clear Channel’s board of directors its fiduciary duties in the context of a review of the term sheet. Goldman Sachs summarized for the board of directors the terms reflected on the term sheet submitted by the Fincos. Following the discussion, each of Messrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays and B. J. McCombs then recused themselves from the meeting and the disinterested directors discussed the proposed term sheet. During the discussion it was noted that acceptance of the proposal would result in a delay in the special meeting to consider the merger, then scheduled for May 8, 2007, by as much as 90 days in order to allow parties an opportunity to prepare, file and process a registration statement with the Securities and Exchange Commission and distribute it to Clear Channel’s shareholders.

The disinterested directors then determined not to accept the new terms and structure submitted by the Fincos. In doing so, the disinterested directors noted that the increase in merger consideration was only 0.5% more than currently provided for and the change in structure would require a delay in the date of the special meeting of up to 90 days with no material increase in certainty that the transaction would be approved by Clear Channel’s shareholders. Further, it was noted that, since the announcement on April 18, 2007 of the increase in merger consideration from $37.60 to $39.00 per share, significant shareholders of Clear Channel (including the Highfields Funds) had privately or publicly made known their opposition to the merger at $39.00 per share and their lack of interest in shares of capital stock of the surviving corporation following the merger; two of the country’s leading institutional proxy advisory services, Institutional Shareholder Services and Glass Lewis & Co., had recommended against the merger transaction, stating that the $39.00 per share purchase price is too low; and tabulated proxies received by the Clear Channel board of directors reflected at the time of the meeting a vote against the merger of more than the required ¹ / 3 of the outstanding shares necessary to defeat the merger proposal. The board decided to convene the special meeting of shareholders scheduled to take place on May 8, 2007 and allow the shareholders to vote on the existing merger proposal.

Between May 3, 2007 and May 7, 2007, the Fincos engaged in discussions with the board of directors and its representatives regarding the terms summarized in the term sheet submitted on May 2, 2007. In addition, a number of shareholders of Clear Channel, including some of its largest shareholders, contacted members of the board of directors and requested the board to delay the date of the special meeting to provide the shareholders an opportunity to consult with the board on the proposed change in structure and terms. At a meeting convened on May 7, 2007 by telephone, the board of directors (with Messrs. L. Lowry Mays, Mark P. Mays, Randall T. Mays and B.J. McCombs recused from the vote), determined to reschedule the special meeting to May 22, 2007 at 8:00 a.m., Central Daylight Time, to allow the board of directors sufficient time to complete its discussions with the Fincos, consult with its significant shareholders and further develop the Fincos’ proposal to issue “stub equity” in the merger.

During the period from May 7, 2007 through May 17, 2007, members of the board of directors had discussions with the most significant shareholders of Clear Channel (in terms of holdings), including a majority of the ten shareholders with the largest holdings. In these discussions, a substantial majority of these shareholders requested that the board of directors negotiate a stock election as part of the merger terms and submit the revised structure to the shareholders for a vote. This was the first time that the board received communications from a broad group of its shareholders expressing a willingness to consider a stock election. The Highfields Funds had previously rejected a suggestion that certain institutional shareholders be given an opportunity to rollover shares of Clear Channel common stock into Holdings and other large shareholders had expressed a lack of interest in a public equity stub. The Highfields Funds and some of these other shareholders were among the shareholders who now requested the board of directors to negotiate a stock election to be made available to all shareholders. These shareholders did not state definitively their reasons for a change of opinion with respect to a stock election; however, some shareholders disclosed to members of the board of directors and management that they viewed certain terms included in the May 2, 2007 term sheet as favorable, including the size of the stock election, the limitations on the fees to be paid to the Fincos in the merger, the limitations on affiliate transactions and the inclusion of independent directors on the board of directors of Holdings. During this period Akin Gump and Ropes & Gray negotiated the terms of a proposed form of Amendment No. 2 to the merger agreement. Key terms addressed in these negotiations included the organizational structure of the buying group, terms of the stock election, the treatment of shares of common stock and options to purchase common stock held by members of the board of directors, limitations on the fees payable to

the Fincos and their affiliates in connection with the merger and the inclusion of at least two independent directors on the board of directors of Holdings following the merger. The board of directors met on May 14, 2007 to receive an update on the status of discussions with shareholders and the Fincos and its counsel on the form of amendment.

On May 17, 2007, the Clear Channel board of directors convened a special meeting by telephone, at which each of the directors was present. Representatives of Akin Gump and Goldman Sachs were also present. Goldman Sachs and Akin Gump summarized the terms of a proposed amendment to the merger agreement, which we refer to as Amendment No. 2 in this proxy statement/prospectus and the history of the negotiations on the terms of the amendment. Certain members of the board of directors summarized various conversations that were had with various shareholders of Clear Channel, including some of its largest shareholders, in which a substantial majority of such shareholders requested the board of directors to amend the merger proposal to include a stock election and submit the revised terms to the shareholders for a vote. The breadth of shareholder support for such an amendment was sufficient to overcome the prior concerns regarding the delay in the vote that would result in a determination to include a stock election in the terms of the merger.

Pursuant to the proposed Amendment No. 2, at the effective time of the merger, each outstanding share of Clear Channel common stock and net electing option shares, other than shares owned by Clear Channel, Merger Sub, the Fincos, Holdings, any shareholders who are entitled to and who properly exercise appraisal rights under Texas law and by the holders of certain securities that will be “rolled-over” into securities of Holdings, will be cancelled and converted into the right to receive $39.20 in cash plus the additional consideration.

As an alternative to receiving the $39.20 per share cash consideration, Clear Channel’s unaffiliated shareholders and optionholders would be offered the opportunity to exchange up to approximately 30,612,245 shares of outstanding Clear Channel common stock and Net Electing Option Shares in the aggregate for an equal number of shares of Holdings Class A common stock (representing approximately 30% of the outstanding capital stock and voting power of Holdings immediately following the merger). In addition, no Clear Channel shareholder would be allocated a number of shares of Holdings Class A common stock representing more than 9.9% of the outstanding capital stock of Holdings immediately following the merger. The proposed Amendment No. 2, as presented to the board of directors of Clear Channel, included the other terms and conditions summarized in this proxy statement/prospectus.

Representatives of Akin Gump reviewed with Clear Channel’s board of directors its fiduciary duties in the context of a review of the proposed Amendment No. 2. In particular, they reported that, under Texas law, the board of directors may submit a merger proposal to its shareholders without a recommendation or, if submitted with a recommendation, may qualify that recommendation in any manner the board determines.

Representatives of Goldman Sachs made a presentation to Clear Channel’s board of directors regarding an analysis of the financial terms of the proposed cash consideration of $39.20 per share that holders of Public Shares could elect to receive pursuant to the proposed Amendment No. 2. As part of that presentation, Goldman Sachs stated that it would not be expressing any opinion as to the value of the Holdings Class A common stock or the prices at which the Holdings Class A common stock may trade if and when they are issued or whether any market would develop for the Holding Class A common stock. During the discussion that followed, the board of directors noted the risks associated with the Holdings Class A common stock and the likely reduced liquidity in the stock compared to that currently available to shares of Clear Channel common stock. Further, the board of directors took note of the fact that, under the proposal, each shareholder could elect to receive the Cash Consideration and any Stock Election would represent a voluntary investment decision by the shareholder so electing and that the Stock Election is responsive to those shareholders that have expressed a desire to retain an equity position in the surviving corporation following the merger.

Following these discussions, each of Messrs. Mark P. Mays, Randall T. Mays, L. Lowry Mays and B. J. McCombs then recused themselves from the meeting and the disinterested directors continued their deliberations. Goldman Sachs then delivered to Clear Channel’s board of directors its oral opinion (subsequently confirmed in writing), that as of the date of its opinion, and based upon and subject to the factors and assumptions therein, the Cash Consideration of $39.20 per share that holders of Public Shares can elect to receive pursuant to the merger agreement was fair from a financial point of view to such holders.

In connection with the execution of the original merger agreement, 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, with the purpose of providing its assessment as to the fairness of the terms of the original merger agreement and to provide its assessment in the event Clear Channel receives a Competing Proposal. The special advisory committee was not requested by the independent directors to separately assess the proposed Amendment No. 2, as the amendment does not constitute a Competing Proposal. As a consequence, Lazard, financial advisor to the special advisory committee, was not requested to provide an opinion with respect to the proposed amendment.

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

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approved and adopted the merger agreement and the merger; and

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unanimously recommended that Clear Channel’s shareholders approve and adopt the merger agreement and the merger.

The recommendation of the board of directors was limited to the cash consideration to be received by shareholders in the merger. The board of directors made no recommendation as to whether any shareholder should make a Stock Election and 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

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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 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

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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 lower purchase price but at an amount higher than the $33.20 per share 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.

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

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

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

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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

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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:

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total debt would be reduced by $1.75 billion;

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

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

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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:

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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.

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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.

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

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

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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.

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

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

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

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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

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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 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 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.

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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 for May 12, 2008 for one day in order to allow 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 the terms of his equity rollover. During this period, Akin Gump and 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 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 146. For details concerning the Settlement Agreement, see “Settlement and Escrow Agreements” on page 170.

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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 contemplated 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 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 was based on the cash consideration of $39.20 per share to be received by shareholders in the merger contemplated by the prior merger agreement. The board of directors made no recommendation as to whether any shareholder should make a stock election and made no recommendation regarding the Class A common stock of Holdings. In so limiting its recommendation, the board of directors noted that, under the terms of the prior merger agreement, all Clear Channel shareholders had the right to receive the cash consideration of $39.20 per share (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 part of the shareholder and no shareholder would be required to retain an equity interest in Clear 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:

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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 certain of the risks described in “Risk Factors — Risks Relating to Clear Channel’s Business” beginning on page 38. 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 operating costs, technological changes and innovation that are occurring in Clear Channel’s industries or unfavorable changes in labor conditions or governmental regulations and policies.

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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, 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.

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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

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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.

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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.

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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.”

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The fact that during the 21-day period following the execution of the original 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.

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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. 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.

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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% 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% 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

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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.

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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.

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The debt commitment letter contemplated to be entered into in connection with the prior merger agreement (the “Prior 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 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.

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

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;

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;

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”;

the limited number and nature of the conditions to funding set forth in the Prior 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;

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;

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;

the fact that Clear Channel will be entitled to a termination fee of $600 million, in certain circumstances, if the prior merger agreement was 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

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 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.

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

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The understanding of the directors, after consulting with their financial and legal advisors, 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.

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

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

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The experience of the Sponsors in completing 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:

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

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The fact that the holders who receive stock consideration in the merger would be subject to the risks of Holdings’ operations subsequent to the merger, including:

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;

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

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 Holdings’ capital stock, including adopting amendments to Holdings’ certificate of incorporation and approving mergers or sales of substantially all 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.

•

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 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.

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•

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.

Clear 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 prior merger agreement, and (ii) following execution of the original 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. 3 (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.

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 — Reasons for the 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

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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. 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. 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 merger agreement, 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 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 the Clear Channel 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 114.

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) 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 20% above the closing trading price of Clear Channel common stock on May 9, 2008, the day prior to public reports that the board was considering entering into Amendment No. 3, 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 Prior 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 in the Texas Actions commensurate with its losses if the merger was not completed;

•

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 original 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, which 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; 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;

•

that 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;

•

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

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•

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

•

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

Recommendation of the Clear Channel Board of Directors

After careful consideration Clear Channel’s board of directors by unanimous 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 or Holdings Class A Common Stock); 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 limited to the Cash Consideration to be received by the 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.

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.

Treatment of Clear Channel Stock Options

As of June 19, 2008, there were 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, 2,102,519 have an exercise price below $36.00, and are considered “in the money.” Each outstanding Clear Channel stock option that remains outstanding and unexercised as of the 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 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 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.

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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 June 19, 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.


Name	Aggregate Shares Subject to Options	Number of Shares Underlying Unvested Options	Weighted Average Exercise Price of Unvested Options		Value of Unvested Options		Weighted Average Exercise Price of Vested and Unvested Options		Value of Vested and Unvested Options
Alan D. Feld	—	—		—		—	$	—	$	—
Perry J. Lewis	—	—		—		—	$	—	$	—
L. Lowry Mays	749,693	—		—		—	$	32.43055	$	2,675,992
Mark P. Mays	499,691	264,685	$	30.76653	$	1,385,221	$	32.78604	$	1,605,985
Randall T. Mays	499,691	264,685	$	30.76653	$	1,385,221	$	32.78604	$	1,605,985
B. J. McCombs	30,333	16,634	$	31.61523	$	72,936	$	31.57640	$	134,181
Phyllis B. Riggins	—	—		—		—	$	—	$	—
Theodore H. Strauss	—	—		—		—	$	—	$	—
J. C. Watts	—	—		—		—	$	—	$	—
John H. Williams	—	—		—		—	$	—	$	—
John B. Zachry	22,500	13,500	$	31.72000	$	57,5780	$	31.72000	$	96,300
Paul J. Meyer	—	—		—		—		—		—
John E. Hogan	244,268	77,745	$	30.31070	$	442,315	$	31.15280	$	1,184,015
Herbert W. Hill, Jr.	15,626	5,182	$	30.31070	$	29,482	$	33.48541	$	39,293
Andrew W. Levin	40,717	11,779	$	30.31070	$	67,014	$	33.35672	$	107,627

Treatment of Clear Channel Restricted Stock

As of June 19, 2008, Clear Channel’s directors and executive officers held 630,037 shares of Clear Channel restricted stock. Each share of Clear Channel restricted stock that remains outstanding as of the effective time of the merger, whether vested or unvested (except as otherwise agreed by the Fincos, Holdings, Clear Channel and a holder of Clear Channel restricted stock), will automatically become fully vested and convert into the right to receive either the Cash Consideration or the Stock Consideration. As of the effective time of the merger, all shares of Clear Channel restricted stock (except as otherwise agreed by the Fincos, Holdings, Clear Channel and a holder of Clear Channel restricted stock and/or as described below under “Equity Rollover”) will no longer be outstanding and will automatically cease to exist, and such directors and executive officers will no longer have any rights with respect to their shares of Clear Channel restricted stock, except the right to elect to receive either the Cash Consideration or the Stock Consideration in respect of each share of Clear Channel restricted stock.

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The following table identifies, for each of Clear Channel’s directors and executive officers, the aggregate number of shares of Clear Channel restricted stock held by such director or executive officer as of June 19, 2008 and the value of these shares of Clear Channel restricted stock that will become fully vested in connection with the merger (except as otherwise agreed by the Fincos, Holdings, Clear Channel and a holder of Clear Channel restricted stock). The information in this table assumes that all such shares of Clear Channel restricted stock remain outstanding on the closing date of the merger.


Name	Aggregate Shares of Clear Channel Restricted Stock	Value of Shares of Clear Channel Restricted Stock
Alan D. Feld	5,850	$	210,600
Perry J. Lewis	5,850	$	210,600
L. Lowry Mays	59,000	$	2,124,000
Mark P. Mays	209,000	$	7,524,000
Randall T. Mays	209,000	$	7,524,000
B. J. McCombs	1,875	$	67,500
Phyllis B. Riggins	6,150	$	221,400
Theodore H. Strauss	5,850	$	210,600
J. C. Watts	5,850	$	210,600
John H. Williams	5,850	$	210,600
John B. Zachry	1,875	$	67,500
Paul J. Meyer	9,000	$	324,000
John E. Hogan	75,000	$	2,700,000
Herbert W. Hill, Jr.	9,500	$	342,000
Andrew W. Levin	20,387	$	733,932

Severance

At the request of Clear Channel’s disinterested directors, Clear Channel has entered into second amendments to the current employment agreements with each of Messrs. L. Lowry Mays, Mark P. Mays and Randall T. Mays, to (i) provide that the consummation of the merger alone will not give them “Good Reason” (as defined in the employment agreements) to resign and receive the severance payments and benefits provided in the respective employment agreements, and (ii) modify the severance provisions applicable following consummation of the merger as follows:

•

Effective upon consummation of the merger, or a transaction qualifying as a “Superior Proposal” as defined in the merger agreement, the employment agreements for each of Messrs. Mark P. Mays and Randall T. Mays have been modified to provide that if his employment is terminated by Clear Channel without “Cause” or if they resign for “Good Reason” (as modified as described above), then they will each receive (i) a lump-sum cash payment equal to the base salary, bonus and accrued vacation pay through the date of termination, (ii) a lump-sum cash payment equal to 2.99 times the sum of his base salary and bonus (using the highest bonus paid to executive in the three years preceding the termination, but not less than $1,000,000), and (iii) three years continued benefits for himself, his spouse and his dependents. As part of the amendments, both Messrs. Mark P. Mays and Randall T. Mays have also relinquished the right to receive a federal and state income-tax “gross-up” payment in connection with amounts payable upon termination, as well as the right to receive options to purchase 1,000,000 shares of Clear Channel common stock upon termination. Except as described above, the employment agreements otherwise remain as previously in effect until the effective time of the merger, at which time new or amended employment agreements, described below, will take effect.

•

Effective upon consummation of the merger or a transaction qualifying as a Superior Proposal as defined in the merger agreement, the employment agreement for Mr. L. Lowry Mays has been modified to provide that, if his employment is terminated by Clear Channel without “Cause” or if he resigns for “Good Reason” (as

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modified as described above), then he will receive a lump-sum cash payment equal to his base salary, bonus and accrued vacation pay through the date of termination. As part of the amendment, Mr. L. Lowry Mays has relinquished (i) his right to any other cash severance payments (other than the right to receive a federal and state income tax “gross-up” payment in connection with amounts payable upon termination), as well as (ii) the right to receive options to purchase 1,000,000 shares of Clear Channel common stock upon termination. Except as described above, the employment agreement otherwise remains as previously in effect until the effective time of the merger, at which time new or amended employment agreements, described below, will take effect.

Pursuant to a severance policy adopted by Clear Channel, any corporate officer of Clear Channel (including executive officers) actively employed on November 16, 2006, except for any corporate officer who is collectively bargained or party to an employment or other agreement with Clear Channel or any of its subsidiaries that provides for severance, who is terminated without “cause” or resigns for “good reason” in the period beginning on November 16, 2006 and ending one year after the effective time of the merger, will be entitled to 18 months of his or her “base pay” plus 18 months of his or her “monthly bonus” as severance. Monthly bonus is defined by the severance policy to be an amount equal to the corporate officer’s 2006 annual bonus earned by the officer divided by 12.

Assuming that each executive officer is involuntarily terminated without “cause” or such employee terminates employment for “good reason” between November 16, 2006 and the date that is one year following the effective time of the merger, the amount of cash severance benefits (based upon the executive officer’s current monthly “base pay” and his or her 2006 monthly bonus) that would be payable is:


Name	Estimated Potential Cash Severance Benefits
L. Lowry Mays(1)		—
Mark P. Mays(1)		—
Randall T. Mays(1)		—
Paul J. Meyer(1)		—
John E. Hogan(1)		—
Herbert W. Hill, Jr.(2)	$	421,500
Andrew W. Levin(2)	$	989,250

(1)

Messrs. L. Lowry Mays, Mark P. Mays, Randall T. Mays, Paul J. Meyer and John Hogan are all employed pursuant to employment agreements and not covered by this severance policy. In addition, each of the employment agreements of Messrs. L. Lowry Mays, Mark P. Mays and Randall T. Mays will be terminated or modified, as applicable, and replaced with new or amended employment agreements which terms will be as described below under “New Employment Agreements.”

(2)

Clear Channel’s severance policy provides that if certain corporate officers, are involuntarily terminated without “cause” or resigns for “good reason” at any time between the execution of the merger agreement and one year following the consummation of the merger, those corporate officers will be entitled to 18 months of his or her “base pay” plus 18 months of his or her “monthly bonus” as severance.

Equity Rollover

In connection with the merger agreement, the Fincos and Mr. L. Lowry Mays, Clear Channel’s chairman of the board of directors, Mr. Mark P. Mays, Clear Channel’s Chief Executive Officer and Mr. Randall T. Mays, Clear Channel’s President/Chief Financial Officer, entered into a letter agreement, as supplemented in connection with Amendment No. 2 (the “2007 Letter Agreement”), and as further supplemented in connection with Amendment No. 3 (the “2008 Letter Agreement,” together with the 2007 Letter Agreement, the “Letter Agreement”). Pursuant to the 2008 Letter Agreement, each of Messrs. Mark P. Mays and Randall T. Mays have committed to 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) in exchange for $10 million worth of the equity securities of Holdings ($20 million in the aggregate) and Mr. L. Lowry Mays has committed to a rollover exchange pursuant to

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which he will surrender a portion of the equity securities of Clear Channel he owns, with an aggregate value of $25 million, in exchange for $25 million worth of the equity securities of Holdings. In May 2007, Messrs. L. Lowry Mays, Mark P. Mays and Randall T. Mays (and certain other members of management of Clear Channel, as discussed below) received grants of restricted equity securities of Clear Channel. The unvested portion of Messrs. Mark P. Mays and Randall T. Mays’ May 2007 equity grants, individually valued at approximately $2.9 million, will be used to reduce their respective $10 million rollover commitments, while the unvested portion of Mr. L. Lowry Mays’ May 2007 equity grant, valued at approximately $1.4 million, will be used to reduce his $25 million rollover commitment. The remainder of the rollover commitment for each of Messrs. L. Lowry Mays, Mark P. Mays and Randall T. Mays will be satisfied through the rollover of a combination of unrestricted common stock of Clear Channel and stock options exercisable for common stock of Clear Channel in exchange for equity securities of Holdings. Pursuant to the 2008 Letter Agreement, each of Messrs. L. Lowry Mays, Mark P. Mays and Randall T. Mays will deposit into escrow the unrestricted shares of Clear Channel common stock and vested Clear Channel stock options that will be used to satisfy a portion of the foregoing equity commitments, such shares and stock options to be held on the terms and conditions of the Escrow Agreement, described above below. The Letter Agreement also provides that Messrs. Mark P. Mays and Randall T. Mays, upon execution of new or amended employment agreements with the surviving corporation, will each receive $20 million in restricted common stock of Holdings, which will vest ratably over five years. Generally speaking, it is anticipated that equity securities of Holdings held by Messrs. Mark P. Mays, Randall T. Mays and L. Lowry Mays would be subject to a stockholders agreement and a related agreement that Holdings expects to enter into prior to the closing of the merger with them, CCC IV, CCC V and certain other parties, although any shares of Holdings common stock that they or their estate-planning entities should acquire pursuant to Stock Elections would not be subject to those agreements. See “Stockholders Agreement” beginning on page 179.

The merger agreement contemplates that the Fincos and Holdings may agree to permit certain executive officers to elect that some of their outstanding shares of Clear Channel common stock, shares of Clear Channel restricted stock and “in the money” Clear Channel stock options will not be cancelled in exchange for the Merger Consideration, but instead will be converted into shares or options to purchase shares of Holdings following the effectiveness of the merger. We contemplate that such conversions, if any, would be based on the fair market value on the date of conversion, which we contemplate to be the per share cash consideration being paid to Clear Channel shareholders in the merger and the per share price paid by the Sponsors in connection with the Equity Financing, and would also in the case of Clear Channel stock options, preserve the aggregate spread value of the rolled options. As of the date of this proxy statement/prospectus, except for the Letter Agreement and with respect to shares of restricted stock discussed below, no member of Clear Channel’s management nor any director has entered into any agreement, arrangement or understanding with the Fincos or Merger Sub or their affiliates regarding any such arrangements. However, unvested options to acquire a maximum of 225,704 shares of Clear Channel common stock that are not “in the money” on the date of the merger may not, by their terms, be cancelled prior to their stated expiration date; the Fincos and Merger Sub have agreed to allow these stock options to be converted into stock options to acquire shares of Holdings Class A common stock.

As noted above, in May 2007, certain members of Clear Channel’s management and certain Clear Channel employees received grants of restricted equity securities of Clear Channel. The restrictions on these shares lapse ratably over four years at the rate of 25% per year beginning on the first anniversary of the date of grant. 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 Holdings on a one for one basis. Such restricted stock of Holdings will continue to vest on each of the next three anniversaries of the date of grant in accordance with their terms. The Fincos and Merger Sub have also informed Clear Channel that they anticipate offering to certain members of Clear Channel’s management and certain Clear Channel employees the opportunity to purchase up to an aggregate of $15 million of equity interests in Holdings at the same price per share paid by the Sponsors in connection with the Equity Financing.

New Equity Incentive Plan

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interests and/or restricted share interests in Holdings. This new equity incentive plan will permit the grant of options covering 10.7% of the fully diluted equity of Holdings immediately after consummation of the merger (with exercise prices set at fair market value for shares issuable upon exercise of such options, which for initial grants we contemplate would be tied to the price paid by the Sponsors or their affiliates for such securities). It is contemplated by the parties to the Letter Agreement that, at the closing of the merger, a significant majority of the options or other equity securities permitted to be issued under the new equity incentive plan will be granted. As part of this grant, each of Messrs. Mark P. Mays and Randall T. Mays will receive grants of options equal to 2.5% of the fully diluted equity of Holdings and other officers and employees of Clear Channel will receive grants of options equal to 4.0% of the fully diluted equity of Holdings. It is anticipated that the option grants contemplated by the Letter Agreement and the shares that they cover would be subject to one or more stockholders agreements that Holdings expects to enter into with Mr. Mark P. Mays, Mr. Randall T. Mays, the other officers and employees of Clear Channel who receive those grants and certain other parties, including Mr. L. Lowry Mays, CCC IV and CCC V. See “Stockholders Agreement” beginning on page 179.

After this initial grant, the remaining 1.7% of the fully diluted equity subject to the new equity incentive plan will remain available for future grants to employees. Of the options or other equity securities to be granted to Messrs. Mark P. Mays and Randall T. Mays under the new equity incentive plan at the closing of the merger, 50% will vest solely based upon continued employment (with 25% vesting on the third anniversary of the grant date, 25% vesting on the fourth anniversary of the grant date and 50% vesting on the fifth anniversary of the grant date) and the remaining 50% will vest based both upon continued employment and upon the achievement of predetermined performance targets. Of the option grants to other employees of Clear Channel, including officers of Clear Channel, 33.34% will vest solely upon continued employment (with 20% vesting on each of the first, second, third, fourth and fifth anniversaries of the grant date) and the remaining 66.66% will vest both upon continued employment and the achievement of predetermined performance targets All options granted at closing will have an exercise price equal to the fair market value at the date of grant, which we contemplate to be the same price per share paid by the Sponsors in connection with the Equity Financing.

New Employment Agreements

Upon consummation of the merger, Mr. L. Lowry Mays is expected to be employed by Holdings as its Chairman Emeritus. Mr. L. Lowry Mays’ employment agreement provides for a term of five years and will be automatically extended for consecutive one-year periods unless terminated by either party. Mr. L. Lowry Mays will receive an annual salary of $250,000 and benefits and perquisites consistent with his existing arrangement with Clear Channel. Mr. L. Lowry Mays also will be eligible to receive an annual bonus in an amount to be determined by the Board of Directors of Holdings, in its sole discretion, provided, however, that if in any year Holdings achieves certain performance goals, Mr. L. Lowry Mays’ annual bonus for that year will be no less than $1,000,000. Mr. L. Lowry Mays also will agree to be bound by customary covenants not to compete and not to solicit employees during the term of his agreement.

Upon consummation of the merger, Mr. Mark P. Mays is expected to be employed by Holdings as its Chief Executive Officer. Mr. Mark P. Mays’ employment agreement provides for a term of five years and will be automatically extended for consecutive one-year periods unless 12 months prior notice of non-renewal is provided by the terminating party. Mr. Mark P. Mays will receive an annual base salary of not less than $895,000 and benefits and perquisites consistent with his existing arrangement with Clear Channel (including “gross-up” payments for excise taxes that may be payable by Mr. Mark P. Mays in connection with the merger). Mr. Mark P. Mays also will be eligible to receive an annual bonus in an amount to be determined by the Board of Directors of Holdings, in its sole discretion, provided, however, that if in any year Holdings achieves at least eighty percent (80%) of the budgeted OIBDAN for the given year, Mr. Mark P. Mays’ annual bonus for that year will be no less than $6,625,000. Mr. Mark P. Mays also will agree to be bound by customary covenants not to compete and not to solicit employees during the term of his agreement and for two years following termination. Additionally, at the closing of the merger, Mr. Mark P. Mays will receive an equity incentive award pursuant to Holdings’ equity incentive plan of options to purchase shares of Holdings stock equal to 2.5% of the fully diluted equity of Holdings, as described above, and he will receive an equity award of $20 million of restricted shares of Holdings’ Class A common stock. Mr. Mark P. Mays will also receive severance upon termination by us without cause or by Mr. Mark P. Mays for good reason in a lump sum amount equal to three times his annual base salary plus the executive’s prior year’s annual cash bonus.

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Upon consummation of the merger, Mr. Randall T. Mays is expected to be employed by Holdings as its President. Mr. Randall T. Mays’ employment agreement provides for a term of five years and will be automatically extended for consecutive one-year periods unless 12 months prior notice of non-renewal is provided by the terminating party. Mr. Randall T. Mays will receive an annual base salary of not less than $868,333 and benefits and perquisites consistent with his existing arrangement with Clear Channel (including “gross-up” payments for excise taxes that may be payable by Mr. Randall T. Mays in connection with the merger). Mr. Randall T. Mays also will be eligible to receive an annual bonus in an amount to be determined by the Board of Directors of Holdings, in its sole discretion, provided, however, that if in any year Holdings achieves at least eighty percent (80%) of the budgeted OIBDAN for the given year, Mr. Randall T. Mays’ annual bonus for that year will be no less than $6,625,000. Mr. Randall T. Mays also will agree to be bound by customary covenants not to compete and not to solicit employees during the term of his agreement and for two years following termination. Additionally, at the closing of the merger, Mr. Randall T. Mays will receive an equity incentive award pursuant to Holdings’ equity incentive plan of options to purchase shares of Holdings stock equal to 2.5% of the fully diluted equity of Holdings, as described above, and he will receive an equity award of $20 million of restricted shares of Holdings’ Class A common stock. Mr. Randall T. Mays. Mr. Randall T. Mays will also receive severance upon termination by us without cause or by Mr. Randall T. Mays for good reason in a lump sum amount equal to three times his annual base salary plus the executive’s prior year’s annual cash bonus.

We will indemnify each of L. Lowry Mays, Mark P. Mays and Randall T. Mays from any losses incurred by them because they were made a party to a proceeding as a result of their being an officer of Holdings. Furthermore, any expenses incurred by them in connection with any such action shall be paid by us in advance upon request that we pay such expenses, but only in the event that they shall have delivered in writing to us (i) an undertaking to reimburse us for such expenses with respect to which they are not entitled to indemnification, and (ii) an affirmation of their good faith belief that the standard of conduct necessary for indemnification by us has been met.

Board of Director Representations

The Letter Agreement, as well as their respective employment agreements, provide that Messrs. Mark P. Mays and Randall T. Mays each will be a member of the board of directors of Holdings and Clear Channel for so long as they are officers of Holdings. Mr. L. Lowry Mays will serve as Chairman Emeritus of Holdings and Clear Channel.

Indemnification and 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 shall 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, for the six years following the effective time of the merger, the surviving corporation will indemnify and hold harmless each current and former officers and directors 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 of Clear Channel or any of its subsidiaries or (ii) the merger, the merger agreement or any transactions contemplated thereby.

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 of the merger with respect to directors’ and officers’ liability insurance that provides coverage for events occurring on or before the effective time of the merger. The terms of these policies will be no less favorable than the existing policies of Clear Channel, unless the cost of the policy would exceed 300% of the current policy’s annual premium, in which case the coverage will be the greatest amount available for an amount not exceeding 300% of the current premium.

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Holdings’ third amended and restated certificate of incorporation authorizes the indemnification of directors for breach of fiduciary duty except to the extent such exculpation is not permitted under the Delaware General Corporation Law (“DGCL”). The DGCL § 145(e) permits Holdings to pay expenses of a director or officer in advance of a final disposition of a proceeding if the director or officer provides Holdings with an undertaking to repay such expenses if it is ultimately determined that he is not entitled to be indemnified. Holdings also is permitted to pay expenses incurred by other employees and agents upon such terms and conditions, if any, as the Holdings board of directors deems appropriate.

Insofar as indemnification of liabilities under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant the foregoing provisions, the registrant has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Voting Agreements

In connection with the execution of Amendment No. 2, the Fincos requested that the Highfields Funds and Highfields Management enter into a voting agreement with the Fincos, Merger Sub and Holdings on May 26, 2007, which was amended and restated as of May 13, 2008 in connection with the execution of Amendment No. 3 (the “Highfields Voting Agreement”). Also in connection with Amendment No. 3 to the merger agreement, the Fincos requested that the Abrams Investors enter into a voting agreement as of May 13, 2008 with the Fincos, Merger Sub and Holdings (the “Abrams Voting Agreement”). The Highfields Voting Agreement and the Abrams Voting Agreement are sometimes referred to herein as the “Voting Agreements.”

Pursuant to the Voting Agreements, the Highfields Funds and Highfields Management (together, the “Highfields Entities”) have agreed to make valid Stock Elections with respect to not less than 11,111,112 shares of Clear Channel common stock and the Abrams Investors have agreed to make valid Stock Elections with respect to not less than 2,777,778 shares of Clear Channel common stock.

The Highfields Voting Agreement requires, among other things, that the certificate of incorporation and bylaws of Holdings will each be, as of the effective time of the merger, in its respective forms attached as Exhibits 3.1 and 3.2 to this registration statement, and that Holdings, Merger Sub and the Sponsors enter into an agreement restricting Holdings and its subsidiaries from engaging in certain affiliate transactions with the Sponsors or their affiliates (see “Certain Affiliate Transactions”). Pursuant to the Voting Agreements, the Highfields Entities and the Abrams Investors have agreed that during the time their respective Voting Agreement is in effect, at every meeting of the shareholders of Clear Channel or adjournment or postponement thereof, or for any written consents of shareholders taken, they will:

•

cause 24,000,000 (in the case of the Highfields Entities) or 2,777,778 (in the case of the Abrams Investors) shares of Clear Channel common stock they respectively owned as of the date of the Voting Agreements (their respective “Covered Shares”) and any other shares of Clear Channel common stock they respectively own as of the date of such meeting (their respective “After Acquired Shares”) to be counted as present for purposes of calculating a quorum, and

•

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 their respective Covered Shares and any of their respective After Acquired Shares that the Highfields Entities or the Abrams Investors, as the case may be, are entitled to vote,

(i)

in favor of adoption and approval of the merger agreement 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 the special meeting of shareholders to vote upon the merger which Holdings and the Fincos support.

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The Highfields Entities and the Abrams Investors have agreed that (i) during the time their respective Voting Agreement is in effect, not to, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any of their respective Covered Shares and any of their respective After Acquired Shares, and (ii) until after the vote has been taken at the shareholders meeting called to approve the merger or December 31, 2008, if no such vote has yet been taken, not to, directly or indirectly, 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 of their respective Covered Shares, although the Highfields Entities and the Abrams Investors may make a transfer to their respective affiliates, subject to the transferee agreeing in writing to be bound by the terms of, and perform the obligations under the applicable Voting Agreement, or as otherwise permitted by the Fincos. In addition the Highfields Entities and the Abrams Investors agreed that while their respective Voting Agreement is in effect, they and their affiliates will not solicit proxies or become “participants” in any solicitation in opposition to the solicitation of proxies by Clear Channel and the Fincos for the merger agreement and they will publicly acknowledge their voting obligations in all public statements and public filings they make about the merger.

In addition, the parties to the Highfields Voting Agreement agreed that unless such actions or investments of the Highfields Entities would result in Holdings or its affiliates not being qualified under the Communications Act to control Clear Channel’s FCC Licenses (as in effect on the date of such action) or such actions or investments would cause any other violations by Holdings or its affiliates of the Communications Act or the FCC’s rules, the following actions would be taken:

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immediately following the effective time of the merger, the Board of Directors of Holdings will consist of 12 directors, one of whom will be a United States citizen and be named by Highfields Management (which member will be named to Holdings’ nominating committee and initially will be Jonathon Jacobson) and one member of which will be a United States citizen and will be selected by Holdings’ nominating committee after consultation with Highfields Management (which member initially will be David Abrams) (these two directors, “Public Directors”);

•

until the Highfields Entities beneficially own (as defined under the Exchange Act) less than 5% of the outstanding shares of voting securities of Holdings issued as Stock Consideration (the “Required Percentage”), in connection with each election of Public Directors (and with respect to any replacements of such directors if they can no longer serve), Holdings will:

(i)

nominate as Public Directors one candidate selected by Highfields Management (which candidate initially will be Jonathon Jacobson) and one candidate selected by Holdings’ nominating committee after consultation with Highfields Management (which candidate initially will 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 shareholders granting proxies, vote the voting securities represented by all proxies granted by shareholders in connection with the solicitation of proxies by the Board for such meeting, in favor of such candidates;

•

until the Highfields Entities no longer own the Required Percentage, the Fincos and their affiliates will 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 as Public Directors; and

•

until the Highfields Entities no longer own the Required Percentage, subject to the Holdings Board’s fiduciary duties, at least one Public Director will be appointed (and, if required, replaced by another Public Director) to each of the committees of the Board of Directors of Holdings.

Highfields Management and each of the Abrams Investors has represented in their respective Voting Agreements, among other things, that (i) it is qualified to hold an “attributable interest” in Holdings, Clear Channel, or their affiliates under the FCC’s media ownership rules, and (ii) neither it nor any party holding an attributable interest in it holds media interests that conflict with Clear Channel’s media interests or would impede or delay regulatory consents to consummate the merger. Also, if any affiliate of Highfields Management or any

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Abrams Investor should be deemed to hold an attributable interest in Holdings, Clear Channel, or their affiliates, Highfields Management or the applicable Abrams Investor, as the case may be, either (i) will demonstrate that such affiliate is qualified to hold such interest and has no media interests that would conflict with Clear Channel’s media interests or delay or impede regulatory consents to consummate the merger or (ii) will take certain curative actions.

In connection with the Voting Agreements, the Fincos have cancelled and have agreed not to accept or enter into any subscription agreement or understandings to acquire equity securities in Holdings with any private investment funds (other than the Highfields Funds and the Abrams Investors) that are shareholders of Clear Channel and are not limited partners or shareholders of an investment fund managed by one of the Sponsors and certain investment funds who are shareholders of Clear Channel and who executed such commitments after January 31, 2007. No new arrangements with such investment funds may be entered into prior to the effective time of the merger.

Each Voting Agreement will terminate upon the earliest to occur of (i) the effective time of the merger; (ii) upon termination of the merger agreement in accordance with its terms; (iii) termination of the Settlement Agreement or public disclosure by Clear Channel that the Settlement Agreement has been materially breached by any party thereto or terminated for any reason, or (iv) upon mutual written agreement of the parties to that Voting Agreement. Certain limited provisions including the director nomination and related provision set forth above survive the effective time of the merger.

The Sponsors have agreed to use their reasonable best efforts to cause the Fincos, Holdings and Merger Sub to perform their obligations under the Highfields Voting Agreement for so long as those obligations are in effect and to use their reasonable best efforts to prevent the Fincos, Holdings and Merger Sub from taking any actions that would be inconsistent in any material respect with respect to their performance of such obligations for so long as such obligations are in effect.

CERTAIN AFFILIATE TRANSACTIONS

As contemplated by the Highfields Voting Agreement entered into with the Highfields Funds, the Sponsors, Merger Sub and Holdings will enter into an agreement, under which Holdings will agree that neither it nor any of its subsidiaries will enter into or effect any affiliate transaction between Holdings or of one of its subsidiaries, on the one hand, and any Sponsor or any other private investment fund under common control with either Sponsor (collectively referred to herein as the “principal investors”), on the other hand, without the prior approval of either a majority of the independent directors of Holdings or a majority of the then-outstanding shares of Class A common stock of Holdings (excluding for purposes of such calculation from both (x) the votes cast and (y) the outstanding shares, all shares held at that time by any principal investor, any affiliate of a principal investor or members of management and directors of Holdings whose beneficial ownership information is then required to be disclosed in filings with the SEC pursuant to Item 403 of Regulation S-K, such shares referred to herein as the “public shares”). Such agreement will become effective as of the effective time of the merger and expire upon the earlier of (i) an underwritten public offering and sale of Holdings’ common stock which results in aggregate proceeds in excess of $250 million to Holdings and after which Holdings’ common stock is listed on NASDAQ’s National Market System or another national securities exchange (a “qualified public offering”) and (ii) the consummation of a certain transaction resulting in a change-of-control (as defined in the agreement and summarized below) of Holdings. The following are not deemed to be affiliate transactions for purposes of the agreement described in this paragraph: (i) any commercial transaction between Holdings or any of its subsidiaries, on the one hand, and any portfolio company in which any principal investor or any affiliate of a principal investor has a direct or indirect equity interest, on the other, so long as such transaction is entered into on an arms’- length basis; (ii) any purchase of bank debt or securities by a principal investor or an affiliate of a principal investor or any transaction between a principal investor or affiliate of a principal investor on the one hand, and Holdings or one of its subsidiaries on the other hand, related to the ownership of bank debt or securities, provided such purchase or transaction is on terms (except with respect to relief from all or part of any underwriting or placement fee applicable thereto) comparable to those consummated within an offering made to unaffiliated third parties; (iii) the payment by Holdings or one of its subsidiaries of up to $87.5 million in transaction fees to the principal investors or their affiliates in connection with the transactions contemplated by the merger agreement; (iv) any payment of management, transaction, monitoring

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or any other fees to the principal investors or their affiliates pursuant to an arrangement or structure whereby the holders of public shares of Holdings are made whole for the portion of such fees paid by Holdings that would otherwise be proportionate to their share holdings; and (v) any transaction to which a principal investor or an affiliate thereof is a party in its capacity as a stockholder of Holdings that is offered generally to other stockholders of Holdings (including the holders of shares of Class A common stock of Holdings) on comparable or more favorable terms.

A change-of-control of Holdings will be deemed to have occurred upon the occurrence of any of the following: (i) any consolidation or merger of Holdings with or into any other corporation or other entity, or any other corporate reorganization or transaction (including the acquisition of stock of Holdings), in which the direct and indirect stockholders of Holdings immediately prior to such consolidation, merger, reorganization or transaction, own stock either representing less than fifty percent (50%) of the economic interests in and less than fifty percent (50%) of the voting power of Holdings or other surviving entity immediately after such consolidation, merger, reorganization or transaction or that does not have, through the ownership of voting securities, by agreement or otherwise, the power to elect a majority of the entire board of directors of Holdings or other surviving entity immediately after such consolidation, merger, reorganization or transaction, excluding any bona fide primary or secondary public offering, (ii) any stock sale or other transaction or series of related transactions, after giving effect to which in excess of fifty percent (50%) of the Holdings’ voting power is owned by any person or entity and its “affiliates” or “associates” (as such terms are defined in the rules adopted by the SEC under the Exchange Act), other than the principal investors and their respective affiliates, excluding any bona fide primary or secondary public offering; or (iii) a sale, lease or other disposition of all or substantially all of the assets of Holdings.

The agreement described above terminates upon the earliest of the termination of the merger agreement, a qualified public offering and the consummation of a change-of-control (as defined therein). Other than as described in the prior sentence, such agreement may not be terminated, amended, supplemented or otherwise modified without the prior written approval of either (i) a majority of the independent directors of Holdings elected by the holders of Class A common stock of Holdings or (ii) a majority of the then-outstanding public shares.

FINANCING

Financing of the Merger

As of March 31, 2008, on a pro forma basis, the total amount of funds necessary to complete the merger is anticipated to be approximately $20.1 billion, consisting of (i) approximately $18.0 billion to pay Clear Channel’s shareholders and optionholders the amounts due to them under the merger agreement, assuming that no Clear Channel shareholder validly exercises and perfects its appraisal rights and that none of the shareholders will make a Stock Election covering any of their Clear Channel shares (including shares issuable upon conversion of outstanding options) in the merger, (ii) approximately $1.6 billion to refinance certain existing indebtedness, including all of Clear Channel’s existing bank indebtedness and certain issues of Clear Channel’s outstanding public debt, and (iii) approximately $0.5 billion to pay transaction costs in connection with the merger and related transactions, including professional fees, employee benefit costs, change-of-control payments, financing costs and other related expenses and charges. These amounts are anticipated to be funded by Merger Sub in a combination of equity contributions by entities controlled by the Sponsors and other investors indirectly into Merger Sub, debt financing obtained by Merger Sub and the Fincos and made available to Merger Sub and Clear Channel and to the extent available, cash of Clear Channel. Holdings, Merger Sub and the Fincos have obtained equity and debt financing commitments described below in connection with the transactions contemplated by the merger agreement. To the extent that shareholders make any Stock Elections covering all or a portion of their Clear Channel shares (including shares issuable upon conversion of outstanding options) in the merger, the funds necessary to complete the merger will be correspondingly reduced by the Stock Consideration and accordingly, the aggregate amount of equity contributions required to be made by entities controlled by the Sponsors and their co-investors and their percentage ownership of Holdings will be reduced by the amount of the Stock Elections (up to the maximum thirty percent (30%) cap for Stock Elections described above).

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Equity Financing

Pursuant to replacement equity commitment letters signed in connection with Amendment No. 3, the Sponsors have severally agreed to purchase (either directly or indirectly through one or more intermediate entities) up to an aggregate of $2.4 billion of equity securities of Holdings (the “Equity Financing”) and to cause all or a portion of such cash to be contributed to Merger Sub as needed for the merger and related transactions (including payment of cash merger consideration to Clear Channel shareholders, repayment of Clear Channel debt, and payment of certain transaction fees and expenses). The equity commitment letters contemplate that the Sponsors will fund their equity commitment pursuant to the provisions of the Settlement Agreement and provide that the Sponsors’ funding of the Escrow Agreement will ratably reduce their equity commitments, with reinstatement of such commitments only in circumstances where funds are unavailable under a letter of credit. Each of the Sponsors may also assign a portion of its equity commitment obligation to other investors, resulting in a corresponding reduction of such Sponsor’s commitment to the extent the assignee funds its commitment, provided that any such transfer will not release such investor of its obligations under the limited guarantees. As a result, the Sponsors’ equity commitments may ultimately be funded by additional equity investors, although it is anticipated that all or substantially all of such co-investment by third parties would be through entities controlled by the Sponsors. Prior to the effective time of the merger, the Sponsors have agreed that the funds for such Equity Financing shall be held in escrow, to be disbursed in accordance with the terms of the Escrow Agreement pending consummation of the merger.

At the effective time of the merger, Clear Channel shareholders who made a Cash Election will receive the Cash Consideration for each pre-merger share of Clear Channel common stock they own. Pursuant to the merger agreement, as an alternative to receiving the Cash Consideration, Clear Channel shareholders were offered the opportunity to exchange some or all of their pre-merger shares on a one-for-one basis for shares of Class A common stock of Holdings (subject to aggregate and individual caps). Shares of Class A common stock are entitled to one vote per share. As a result of such stock elections, upon the consummation of the merger, our shareholders will own shares of Class A common stock of Holdings representing up to 30% of the equity of Holdings (whether measured by voting power or economic interest). In limited circumstances, the merger agreement provides that shareholders electing to receive cash consideration for some or all of 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 cash election, up 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. Pursuant to the merger agreement, all of our shareholders may also be entitled to receive additional per share consideration that is payable if the merger does not close on or prior to November 1, 2008. Shareholders who elected to receive the stock consideration prior to the special meeting of shareholders held on September 25, 2007 will have their shares of Clear Channel stock returned to them and will be required to make a new election prior to the new special shareholders’ meeting.

Debt Financing

In connection with Amendment No. 3 and the Settlement Agreement, on May 13, 2008, Merger Sub entered into definitive agreements providing for $19.1 billion in aggregate debt financing consisting of (i) the Senior Secured Credit Facilities, (ii) the Receivables Based Credit Facility and (iii) a note purchase agreement for the issuance of new senior notes, as further described in this section.

Senior Secured Credit Facilities

Overview

On May 13, 2008, Merger Sub entered into senior secured credit facilities with a syndicate of institutional lenders and financial institutions. Following the consummation of the merger of Merger Sub with and into Clear Channel, with Clear Channel continuing as the surviving entity, Clear Channel will succeed to and assume the obligations of Merger Sub under the secured credit facilities. The following is a summary of the terms of the senior secured credit facilities.

The senior secured credit facilities will consist of:

•

a $1,115 million term loan A facility, subject to increase as described below, with a maturity of six years;

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•

a $10,700 million term loan B facility with a maturity of seven years and six months;

•

a $706 million term loan C — asset sale facility, subject to reduction as described below, with a maturity of seven years and six months;

•

$1,250 million delayed draw term loan facilities with maturities of seven years and six months, up to $750 million of which may be drawn on or after the closing date to purchase or repay Clear Channel’s outstanding 7.65% senior notes due 2010 and the remainder of which will be available after the closing date to purchase or repay Clear Channel’s outstanding 4.25% senior notes due 2009; and

•

a $2,000 million revolving credit facility with a maturity of six years, including a letter of credit sub-facility and a swingline loan sub-facility.

If availability under the receivables based credit facility described below is less than $750 million on the closing date due to borrowing base limitations, the term loan A facility will be increased by the amount of such shortfall and the maximum availability under the receivables based credit facility will be reduced by a corresponding amount. The term loan C — asset sale facility will be reduced by the net proceeds from sales of certain specified assets (including certain non-core radio stations being marketed for sale) between March 27, 2008 and the closing date. Proceeds from the sale of specified assets after closing will be applied to prepay the term loan C — asset sale facility (and thereafter to any remaining term loan facilities) without right of reinvestment under the senior secured credit facilities. In addition, if the net proceeds of asset sales of Clear Channel’s wholly-owned subsidiaries are not reinvested, but instead applied to prepay the senior secured credit facilities, such proceeds would first be applied to the term loan C — asset sale facility and thereafter pro rata to the remaining term loan facilities. The specified assets that Clear Channel continued to own as of March 31, 2008 generated $41.4 million of EBITDA for the twelve months ended March 31, 2008.

After the closing date, Clear Channel may raise incremental term loans or incremental commitments under the revolving credit facility of up to (a) $1.5 billion, plus (b) the excess, if any, of (x) 0.65 times pro forma consolidated adjusted EBITDA (as calculated in the manner provided in the senior secured credit facilities documentation), over (y) $1.5 billion, plus (c) the aggregate amount of principal payments made in respect of the term loans under the senior secured credit facilities (other than mandatory prepayments with net cash proceeds of certain asset sales). Availability of such incremental term loans or revolving credit commitments is subject, among other things, to the absence of any default, pro forma compliance with the financial covenant and the receipt of commitments by existing or additional financial institutions.

All borrowings under the senior secured credit facilities following the consummation of the merger are subject to the satisfaction of customary conditions, including the absence of any default and the accuracy of representations and warranties.

Proceeds of the term loans and borrowings under the revolving credit facility on the closing date of the merger will be used to finance the transactions contemplated by the merger agreement. Proceeds of the revolving credit facility, swingline loans and letters of credit will also be available following the consummation of the merger to provide financing for working capital and general corporate purposes.

After giving effect to the transactions contemplated by the merger agreement, Clear Channel will be the primary borrower under the senior secured credit facilities, except that certain of Clear Channel’s domestic restricted subsidiaries may be co-borrowers under a portion of the term loan facilities. Clear Channel will also have the ability to designate one or more of its foreign restricted subsidiaries as borrowers under the revolving credit facility, subject to certain conditions and sublimits.

Interest Rate and Fees

Borrowings under the senior secured credit facilities will bear interest at a rate equal to an applicable margin plus, at Clear Channel’s option, either (i) a base rate determined by reference to the higher of (A) the prime lending rate publicly announced by the administrative agent and (B) the federal funds effective rate from time to time plus 0.50%, or (ii) a Eurodollar rate determined by reference to the costs of funds for deposits for the interest period relevant to such borrowing adjusted for certain additional costs.

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The applicable margin percentages applicable to the term loan facilities and the revolving credit facility initially will be the following percentages per annum:

•

with respect to loans under the term loan A facility and the revolving credit facility, (i) 2.40%, in the case of base rate loans and (ii) 3.40%, in the case of Eurodollar loans; and

•

with respect to loans under the term loan B facility, term loan C — asset sale facility and delayed draw term loan facility, (i) 2.65%, in the case of base rate loans and (ii) 3.65%, in the case of Eurodollar loans.

The interest rates applicable to loans and letters of credit in alternative currencies will be based on a corresponding lending rate and margin, as applicable. Beginning with the date of delivery of financial statements for the first full fiscal quarter completed after the closing of the transactions contemplated by the merger agreement, the applicable margin percentages will be subject to adjustments based upon Clear Channel’s leverage ratio.

Clear Channel is required to pay each revolving credit lender a commitment fee in respect of any unused commitments under the revolving credit facility, which initially will be 0.50% per annum until the date of delivery of financial statements for the first full fiscal quarter completed after the closing of the transactions contemplated by the merger agreement and thereafter subject to adjustment based on Clear Channel’s leverage ratio. Clear Channel is required to pay each delayed draw term facility lender a commitment fee in respect of any undrawn commitments under the delayed draw term facility, which initially will be 1.825% per annum until the delayed draw term facility is fully drawn or commitments thereunder terminated.

Prepayments

The senior secured credit facilities require Clear Channel to prepay outstanding term loans, subject to certain exceptions, with:

•

50% (which percentage will be reduced to 25% and to 0% based upon Clear Channel’s leverage ratio) of annual excess cash flow (as calculated in accordance with the senior secured credit facilities), less any voluntary prepayments of term loans and revolving credit loans (to the extent accompanied by a permanent reduction of the commitment) and subject to customary credits;

•

100% of the net cash proceeds of sales or other dispositions (including casualty and condemnation events) of specified assets being marketed for sale, subject to certain exceptions;

•

100% (which percentage will be reduced to 75% and 50% based upon Clear Channel’s leverage ratio) of the net cash proceeds of sales or other dispositions by Clear Channel or its wholly-owned restricted subsidiaries (including casualty and condemnation events) of assets other than specified assets being marketed for sale, subject to reinvestment rights and certain other exceptions; and

•

100% of the net cash proceeds of any incurrence of certain debt, other than debt permitted under the senior secured credit facilities.

The foregoing prepayments with the net cash proceeds of certain incurrences of debt and annual excess cash flow will be applied (i) first to the term loans other than the term loan C — asset sale facility loans (on a pro rata basis) and (ii) second to the term loan C — asset sale facility loans, in each case to the remaining installments thereof in direct order of maturity. The foregoing prepayments with the net cash proceeds of the sale of assets (including casualty and condemnation events) will be applied (i) first to the term loan C — asset sale facility loans and (ii) second to the other term loans (on a pro rata basis), in each case to the remaining installments thereof in direct order of maturity.

Clear Channel may voluntarily repay outstanding loans under the senior secured credit facilities at any time without premium or penalty, other than customary “breakage” costs with respect to Eurodollar loans.

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Amortization of Term Loans

The Company is required to repay the loans under the term loan facilities as follows:

•

the term loan A facility will amortize in quarterly installments commencing on the first interest payment date after the second anniversary of the closing date, in annual amounts equal to 5% of the original funded principal amount of such facility in years three and four, 10% thereafter, with the balance being payable on the final maturity date of such term loans; and

•

the term loan B facility, term loan C — asset sale facility and delayed draw term loan facilities will amortize in quarterly installments on the first interest payment date after the third anniversary of the closing date, in annual amounts equal to 2.5% of the original funded principal amount of such facilities in years four and five and 1% thereafter, with the balance being payable on the final maturity date of such term loans.

Collateral and Guarantees

The senior secured credit facilities will be guaranteed by Clear Channel’s immediate parent company and each of Clear Channel’s existing and future material wholly-owned domestic restricted subsidiaries, subject to certain exceptions.

All obligations under the senior secured credit facilities, and the guarantees of those obligations, will be secured, subject to permitted liens and other exceptions, by:

•

a first-priority lien on the capital stock of Clear Channel;

•

100% of the capital stock of any future material wholly-owned domestic license subsidiary that is not a “Restricted Subsidiary” under the indenture governing our existing notes;

•

certain specified assets of Clear Channel and the guarantors that do not constitute “principal property” (as defined in the indenture governing the existing notes), including certain specified assets being marketed for sale;

•

certain specified assets of Clear Channel and the guarantors that constitute “principal property” (as defined in the indenture governing Clear Channel’s existing notes) securing obligations under the senior secured credit facilities up to the maximum amount permitted to be secured by such assets without requiring equal and ratable security under the indenture governing the existing notes; and

•

a second-priority lien on the accounts receivable and related assets securing the receivables based facility.

The obligations of any foreign subsidiaries of Clear Channel that are borrowers under the revolving credit facility will also be guaranteed by certain of their material wholly-owned restricted subsidiaries, and secured by substantially all assets of such borrowers and guarantors, subject to permitted liens and other exceptions.

Conditions and Termination

The availability of the Debt Financing under the senior secured credit facilities is subject to the following closing conditions:

•

the receipt of executed counterparts of the definitive credit agreement by Clear Channel Capital I, LLC, Clear Channel and each subsidiary co-borrower;

•

the consummation of the merger in accordance with the merger agreement;

•

the absence of amendments or waivers to certain provisions of the merger agreement in a manner materially adverse to the lenders without their consent;

•

the receipt of equity contributions (including the value of all equity of Holdings issued to existing shareholders and management in connection with the merger) in an amount determined in accordance with the senior secured credit facilities, but in any event not less than $3 billion.

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The lenders may terminate their commitments under the senior secured credit facility if the foregoing conditions are not satisfied by 11:59 p.m., New York City time, on the earliest of (i) the 20th business day following the receipt of the Requisite Shareholder Approval (as defined in the merger agreement), (ii) the 20th business day following the failure to obtain the Requisite Shareholder Approval at a duly held Shareholders’ Meeting (as defined in the merger agreement) after giving effect to all adjournments and postponements thereof, (iii) five business days following the termination of the merger agreement or (iv) December 31, 2008 (the “Termination Date”); provided, that if (A) the Requisite Shareholder Approval is obtained and (B) any regulatory approval required in connection with the consummation of the merger has not been obtained (or has lapsed and not been renewed) or any waiting period under applicable antitrust laws has not expired (or has restarted and such new period has not expired), then the Termination Date will automatically be extended until the 20th business day following receipt of all such approvals (or renewals), but in no event later than March 31, 2009. If as of the Termination Date there is a dispute among any of the parties to the escrow agreement with respect to the disposition of any escrow funds (as defined in the escrow agreement) pursuant to the escrow agreement, Merger Sub may, by written notice to the lenders, extend the Termination Date until the fifth business day after the final resolution of such dispute by a court of competent jurisdiction or mutual resolution by the parties to such dispute; provided, that the Termination Date with respect to any lender will occur on the date such lender withdraws its portion of the escrow funds pursuant to the escrow agreement.

Certain Covenants and Events of Default

The senior secured credit facilities require Clear Channel to comply on a quarterly basis with a maximum consolidated senior secured net debt to adjusted EBITDA (as calculated in accordance with the senior secured credit facilities) ratio. This financial covenant will become more restrictive over time. In addition, the senior secured credit facilities include negative covenants that, subject to significant exceptions, limit Clear Channel’s ability and the ability of Clear Channel’s restricted subsidiaries to, among other things:

•

incur additional indebtedness;

•

create liens on assets;

•

engage in mergers, consolidations, liquidations and dissolutions;

•

sell assets;

•

pay dividends and distributions or repurchase Clear Channel’s capital stock;

•

make investments, loans, or advances;

•

prepay certain junior indebtedness;

•

engage in certain transactions with affiliates;

•

amend material agreements governing certain junior indebtedness; and

•

change Clear Channel’s lines of business.

The senior secured credit facilities include certain customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments, the invalidity of material provisions of the senior secured credit facilities documentation, the failure of collateral under the security documents for the senior secured credit facilities, the failure of the senior secured credit facilities to be senior debt under the subordination provisions of certain of Clear Channel’s subordinated debt and a change of control. If an event of default occurs, the lenders under the senior secured credit facilities will be entitled to take various actions, including the acceleration of all amounts due under the senior secured credit facilities and all actions permitted to be taken by a secured creditor.

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Receivables Based Credit Facility

Overview

On May 13, 2008, Merger Sub entered into a receivables based facility with a syndicate of institutional lenders and financial institutions. Following the consummation of the merger of Merger Sub with and into Clear Channel, with Clear Channel continuing as the surviving entity, Clear Channel will succeed to and assume the obligations of Merger Sub under the secured credit facilities. The following is a summary of terms of the receivables based facility.

The receivables based facility provides senior secured financing of up to $1,000 million, subject to a borrowing base. The borrowing base at any time will equal 85% of Clear Channel’s and certain of its subsidiaries’ eligible accounts receivable. The receivables based facility will include a letter of credit sub-facility and a swingline loan sub-facility. The maturity of the receivables based facility is six years.

Up to $750 million may be drawn under the receivables based facility on the closing of the transactions contemplated by the merger agreement. In the event that availability under the receivables based facility is less than $750 million on the closing of the transactions contemplated by the merger agreement, the aggregate amount of the receivables based facility will be reduced by the amount of the shortfall.

In addition, if certain additional subsidiaries become borrowers or guarantors under the receivables based facility, Clear Channel may request increases to the receivables based facility in an aggregate amount not exceeding $750 million. Availability of such increases to the receivables based facility is subject to, among other things, the absence of any default and the receipt of commitments by existing or additional financial institutions.

All borrowings under the receivables based facility following the closing of the transactions contemplated by the merger agreement are subject to the absence of any default, the accuracy of representations and warranties and compliance with the borrowing base. In addition, borrowings under the receivables based facility following the closing date will be subject to compliance with a minimum fixed charge coverage ratio of 1.0:1.0 if excess availability under the receivables based facility is less than $50 million, or if aggregate excess availability under the receivables based facility and the senior secured revolving credit facility is less than 10% of the borrowing base.

Proceeds of the borrowings under the receivables based facility on the closing date of the merger will be used to finance the transactions contemplated by the merger agreement. Proceeds of the receivables based facility, swingline loans and letters of credit will also be available following the closing of the transactions contemplated by the merger agreement to provide financing for working capital and general corporate purposes.

After giving effect to the transactions contemplated by the merger agreement, Clear Channel and certain subsidiary borrowers will be the borrowers under the receivables based facility. Clear Channel will have the ability to designate one or more of its restricted subsidiaries as borrowers under the receivables based facility. The receivables based facility loans and letters of credit will be available in United States dollars.

Interest Rate and Fees

Borrowings under the receivables based facility will bear interest at a rate equal to an applicable margin plus, at Clear Channel’s option, either (i) a base rate determined by reference to the higher of (A) the prime lending rate publicly announced by the administrative agent and (B) the federal funds effective rate from time to time plus 0.50%, or (ii) a Eurodollar rate determined by reference to the costs of funds for deposits for the interest period relevant to such borrowing adjusted for certain additional costs.

The applicable margin percentage applicable to the receivables based facility initially will be (i) 1.40%, in the case of base rate loans and (ii) 2.40%, in the case of Eurodollar loans. Beginning with the date of delivery of financial statements for the first full fiscal quarter completed after the closing of the transactions contemplated by the merger agreement, the applicable margin percentage will be subject to adjustments based upon Clear Channel’s leverage ratio.

Clear Channel will be required to pay each lender a commitment fee in respect of any unused commitments under the receivables based facility, which initially will be 0.375% per annum until the date of delivery of financial statements for the first full fiscal quarter completed after the closing of the transactions contemplated by the merger agreement and thereafter subject to adjustment based on Clear Channel’s leverage ratio.

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Prepayments

If at any time the sum of the outstanding amounts under the receivables based facility (including the letter of credit outstanding amounts and swingline loans thereunder) exceeds the lesser of (i) the borrowing base and (ii) the aggregate commitments under the receivables based facility, Clear Channel will be required to repay outstanding loans and cash collateralize letters of credit in an aggregate amount equal to such excess.

Clear Channel may voluntarily repay outstanding loans under the receivables based facility at any time without premium or penalty, other than customary “breakage” costs with respect to Eurodollar loans.

Collateral and Guarantees

The receivables based facility will be guaranteed by, subject to certain exceptions, the guarantors of the senior secured credit facilities. All obligations under the receivables based facility, and the guarantees of those obligations, will be secured by a perfected first-priority security interest in all of Clear Channel’s and all of the guarantors’ accounts receivable and related assets, subject to permitted liens and certain exceptions.

The receivables based facility includes negative covenants, representations, warranties and events of default, conditions precedent and termination provisions substantially similar to those governing the senior secured credit facilities.

Senior Notes due 2016

On May 13, 2008, Merger Sub entered into a purchase agreement (the “purchase agreement”), by and among Merger Sub and 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 (collectively, the “initial purchasers”), pursuant to which Merger Sub is obligated to issue and sell to the initial purchasers, and the initial purchasers are obliged to purchase, $980,000,000 aggregate principal amount of its 10.75% senior cash pay notes due 2016 (the “senior cash pay notes”) and $1,330,000,000 aggregate principal amount of its 11.00%/11.75% senior toggle notes due 2016 (the “senior toggle notes” and, together with the senior cash pay notes, the “notes”). Following the consummation of the merger of Merger Sub with and into Clear Channel, with Clear Channel continuing as the surviving entity, Clear Channel will succeed to and assume the obligations of Merger Sub under the purchase agreement. The notes will be issued pursuant to an indenture, by and among the Company, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent and registrar.

Guarantees and Ranking

Clear Channel’s immediate parent company and its wholly-owned domestic restricted subsidiaries on the issue date that guarantee the obligations under its senior secured credit facilities and its receivables based facility will guarantee the notes with unconditional guarantees. Any of Clear Channel’s subsidiaries that is released as a guarantor of its senior secured credit facilities and its receivables based facility will automatically be released as a guarantor of the notes. The notes will be senior unsecured obligations of Clear Channel. The guarantees of the notes by Clear Channel’s wholly-owned domestic restricted subsidiaries will be subordinated to the guarantees of the senior secured credit facilities and the receivables based facility, and certain other permitted debt, but will rank equal to all other senior indebtedness of those subsidiaries.

Interest Rate and Payment

Interest on the senior cash pay notes will be payable in cash and will accrue at a rate of 10.75% per annum. Cash interest on the senior toggle notes will accrue at a rate of 11.00% per annum, and payment-in-kind interest will accrue at a rate of 11.75% per annum. Clear Channel may elect, at its option, to pay interest on the senior toggle notes entirely in cash or to pay all or one-half of such interest in kind by increasing the principal amount of the senior toggle notes. Interest on the notes will be payable semiannually and will accrue from the issue date of the notes.

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Optional Redemption

At any time prior to the interest payment date in 2012 that is closest to the fourth anniversary of the issue date, Clear Channel may redeem some or all of the notes at any time at a price equal to 100% of the principal amount of such notes plus accrued and unpaid interest to the redemption date and a “make-whole premium.”

On and after the interest payment date in 2012 that is closest to the fourth anniversary of the issue date, Clear Channel may redeem the notes, in whole or in part, at the redemption prices set forth below plus accrued and unpaid interest thereon to the applicable redemption date if redeemed during the twelve-month period beginning on the interest payment date closest to the anniversary of the issue date in each of the years indicated below:

Senior Cash Pay Notes


Year	Percentage
2012	105.375	%
2013	102.688	%
2014 and thereafter	100.000	%

Senior Toggle Notes


Year	Percentage
2012	105.500	%
2013	102.750	%
2014 and thereafter	100.000	%

In addition, at the end of any “accrual period” (as defined in Section 1272(a)(5) of the Internal Revenue Code of 1986, as amended (the “Code”)) ending after the fifth anniversary of the issue date (each, a “Mandatory Deferrable Interest Payment Date”), Clear Channel may make cash payments on the senior toggle notes then outstanding in an aggregate amount of up to the Mandatory Deferrable Interest Payment Amount (each such redemption, a “Mandatory Deferrable Interest Payment”). Any such payments will be made in proportion to the then outstanding principal amounts of the senior toggle notes. The “Mandatory Deferrable Interest Payment Amount” shall mean, as of each Mandatory Deferrable Interest Payment Date, the excess, if any, of (i) the aggregate amount of accrued and unpaid interest and all accrued but unpaid “original issue discount” (as defined in Section 1273(a)(1) of the Code) with respect to the senior toggle notes then outstanding, over (ii) an amount equal to the product of (A) the aggregate “issue price” (as defined in Sections 1273(b) and 1274(a) of the Code) of the senior toggle notes then outstanding multiplied by (B) the “yield to maturity” (as defined in Treasury Regulation Section 1.1272-1(b)(1)(i)) of the senior toggle notes.

Special Redemption

On the final interest payment date in 2015 (the “Special Redemption Date”), Clear Channel will be required to redeem for cash a portion (the “Special Redemption Amount”) of the senior toggle notes equal to the product of (x) $30 million and (y) a fraction which, for the avoidance of doubt, cannot exceed one, the numerator of which is the aggregate principal amount outstanding on such date of the senior toggle notes for United States federal income tax purposes and the denominator of which is $1,330 million, as determined by the issuer in good faith and rounded to the nearest $2,000 (such redemption, the “Special Redemption”). The redemption price for each portion of a senior toggle note so redeemed pursuant to the Special Redemption will equal 100% of the principal amount of such portion plus any accrued and unpaid interest thereon to the Special Redemption Date.

Optional Redemption After Certain Equity Offerings

At any time (which may be more than once) until the interest payment date in 2011 closest to the third anniversary of the issue date of the notes, Clear Channel may redeem up to 40% of any series of the outstanding

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notes with the net cash proceeds that Clear Channel raises in one or more public equity offerings, as long as (i) Clear Channel pays 110.75% of the face amount of the senior cash pay notes being redeemed or 111.00% of the face amount of the senior toggle notes being redeemed, in each case plus accrued and unpaid interest thereon to the applicable redemption date; (ii) Clear Channel redeems the notes within 180 days of completing the applicable public equity offering; and (iii) at least 50% of the aggregate principal amount of the senior cash pay notes or the senior toggle notes, as applicable, issued as of such redemption date remains outstanding afterwards.

Change of Control

If Clear Channel experiences a change of control, Clear Channel must give holders of the notes the opportunity to sell their notes to the issuer at 101% of their face amount, plus accrued and unpaid interest thereon. Clear Channel might not be able to pay holders of the notes the required price for notes each such holder presents to Clear Channel at the time of a change of control, because (i) Clear Channel might not have enough funds at that time; or (ii) the terms of its senior secured credit facilities and receivables based facility may prevent it from paying.

Asset Sale Proceeds

If Clear Channel or any of its restricted subsidiaries engages in certain asset sales, Clear Channel or such restricted subsidiary generally must either invest the net cash proceeds from such sales in its business within a period of time, repay senior debt (including its senior secured credit facilities), or make an offer to purchase a principal amount of the notes equal to the excess net cash proceeds (if applicable, on a pro rata basis with other senior debt). The purchase price of the notes will be 100% of their principal amount, plus accrued and unpaid interest thereon.

Certain Covenants

The indenture governing the notes will contain covenants limiting Clear Channel’s ability and the ability of its restricted subsidiaries to (i) incur additional debt or issue preferred stock of restricted subsidiaries; (ii) pay dividends or distributions on Clear Channel’s capital stock or repurchase capital stock of Clear Channel; (iii) make certain investments; (iv) create liens on Clear Channel’s assets to secure debt; (v) enter into transactions with affiliates; and (vi) merge or consolidate with another company.

Conditions and Termination

The obligations of the initial purchasers to purchase the notes is subject to the following conditions:

•

the receipt of conformed counterparts of the indenture governing the notes executed by Clear Channel, the trustee and the paying agent;

•

the receipt of conformed counterparts of the joinder agreement to the purchase agreement executed by Clear Channel;

•

the consummation of the merger in accordance with the merger agreement;

•

the absence of amendments or waivers to certain provisions of the merger agreement in a manner materially adverse to the initial purchasers and which have not been approved by the initial purchasers in writing;

•

the satisfaction of certain equity contributions set forth in the purchase agreement.

The note purchase agreement contains termination provisions substantially similar to those governing the senior secured credit facilities.

Events of Default

The indenture governing the notes will also provide for events of default which, if certain of them occur and continue under such indenture, would permit the trustee or holders of at least 25% in principal amount of the then total outstanding notes to declare the principal, premium, if any, interest and other monetary obligations on all the then outstanding notes to be due and payable immediately.

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Registration Rights

The issuer has agreed to use commercially reasonable efforts to enter into a registration rights agreement within five business days following the closing, pursuant to which the issuer will use its commercially reasonable efforts to register notes (the “exchange notes”) having substantially identical terms as the notes with the SEC as part of an offer to exchange freely tradable exchange notes for the notes (the “exchange offer”). Subject to the terms and conditions set forth in the registration rights agreement, the issuer will use its commercially reasonable efforts to cause the exchange offer to be completed within 300 days after the issue date of the notes or, if required, to file one or more resale shelf registration statements within 300 days after the issue date of the notes and declared effective within the time frames specified in the registration rights agreement. If the issuer fails to meet the targets listed above (a “registration default”), the annual interest rate on the notes will increase by 0.25%. The annual interest rate on the notes will increase by an additional 0.25% for each subsequent 90-day period during which the registration default continues, up to a maximum additional interest rate of 0.50% per year over the original interest rates of the notes. If the issuer corrects the registration default, the interest rate on the notes will revert to the original level. If the issuer must pay additional interest, the issuer will pay it to the holders of the notes in the same manner and on the same dates that the issuer makes other interest payments on the notes, until the issuer corrects the registration default.

OPINION OF CLEAR CHANNEL’S FINANCIAL ADVISOR

Goldman Sachs delivered its oral opinion to Clear Channel’s board of directors, which was subsequently confirmed in its written opinion dated May 13, 2008, that, as of such date, and based upon and subject to the factors and assumptions set forth therein, the cash consideration of $36.00 per Public Share that the holders of Public Shares can elect to receive pursuant to the merger agreement was fair from a financial point of view to such holders.

It was Goldman Sachs’ understanding that the holders of Public Shares may elect to receive one share of Holdings Class A common stock in lieu of the cash consideration of $36.00 per Public Share, subject to the proration provisions of the merger agreement, as to which Goldman Sachs expresses no opinion, such that the maximum aggregate number of Public Shares to be converted into the right to receive Holdings Class A common stock shall not exceed 30% of the total number of shares of capital stock of Holdings outstanding as of the closing date of the merger after giving effect to the merger and the conversion of shares contemplated by the merger agreement. It was also Goldman Sachs’ understanding that, if a sufficient number of elections for Holdings Class A common stock are not made, holders of Public Shares that elect to receive the cash consideration of $36.00 per Public Share would be required to receive in lieu of up to $1.00 of cash consideration, a fraction of a share of Holdings Class A common stock. Goldman Sachs further understood that if the effective time of the merger occurs after November 1, 2008, the holders of Public Shares will also receive the Additional Per Share Consideration in cash.

The full text of the written opinion of Goldman Sachs, dated May 13, 2008, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex G to this proxy statement/prospectus. Goldman Sachs provided its opinion for the information and assistance of Clear Channel’s board of directors in connection with its consideration of the merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of shares of Clear Channel common stock should vote or make any election with respect to the merger. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

In connection with delivering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

•

the merger agreement;

•

annual reports to shareholders and Annual Reports on Form 10-K of Clear Channel for the five years ended December 31, 2007;

•

annual reports to shareholders and Annual Reports on Form 10-K of Clear Channel Outdoor for the three years ended December 31, 2007;

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•

Clear Channel Outdoor’s Registration Statement on Form S-1, including the prospectus contained therein, dated November 10, 2005, relating to the Clear Channel Outdoor Class A common stock;

•

certain interim reports to shareholders and Quarterly Reports on Form 10-Q of Clear Channel and Clear Channel Outdoor;

•

certain other communications from Clear Channel and Clear Channel Outdoor to their respective shareholders; and

•

certain internal financial analyses and forecasts for Clear Channel prepared by Clear Channel’s management, and approved for Goldman Sachs’ use by Clear Channel, which included financial analyses and forecasts for Clear Channel Outdoor (the “Management Forecasts”).

Goldman Sachs also held discussions with members of the senior managements of Clear Channel and Clear Channel Outdoor regarding their assessment of the past and current business operations, financial condition and future prospects of Clear Channel and Clear Channel Outdoor. In addition, Goldman Sachs reviewed the reported price and trading activity for Clear Channel common stock and Clear Channel Outdoor Class A common stock, compared certain financial and stock market information for Clear Channel and Clear Channel 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 it considered appropriate.

Goldman Sachs relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, accounting, regulatory, tax and other information provided to, discussed with or reviewed by it. In that regard, Goldman Sachs assumed with Clear Channel’s consent that the Management Forecasts have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Clear Channel. Goldman Sachs also assumed, with Clear Channel’s consent, that the transaction contemplated by the prior merger agreement may not be consummated as Clear Channel may not be able to enforce the terms of the prior merger agreement through litigation or otherwise. In addition, Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of Clear Channel, Clear Channel Outdoor or any of their respective subsidiaries, nor was any evaluation or appraisal of the assets or liabilities of Clear Channel, Clear Channel Outdoor or any of their respective subsidiaries furnished to Goldman Sachs.

Goldman Sachs’ opinion does not address any legal, regulatory, tax or accounting matters, the underlying business decision of Clear Channel to engage in the merger, the relative merits of the merger as compared to any alternative transaction that might be available to Clear Channel, the impact of the merger on the solvency or viability of Holdings or the ability of Holdings to pay its obligations when they become due, or the value that Clear Channel may recover in the event that it proceeds with its existing suit against the banks that have agreed to provide financing commitments in connection with the second amended merger agreement. The opinion addresses only the fairness from a financial point of view to the holders of the Public Shares, as of the date of the opinion, of the $36.00 per share in cash that such holders can elect to receive pursuant to the merger agreement. Goldman Sachs does not express any view on, and its opinion does not address, any other term or aspect of the merger agreement or the merger, including, without limitation, the parties’ respective rights and obligations under the merger agreement, the decision of Clear Channel to enter into the merger agreement, the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of Clear Channel, or the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Clear Channel, or class of such persons, in connection with the merger, whether relative to the $36.00 per Public Share in cash that the holders of Public Shares can elect to receive pursuant to the merger agreement or otherwise.

Furthermore, Goldman Sachs’ opinion does not address the value of the Holdings Class A common stock or the prices at which the Holdings Class A common stock may trade if and when they are issued or whether any market would develop for the Holdings Class A common stock. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of the opinion, and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion.

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The following is a summary of the material financial analyses delivered by Goldman Sachs to the board of directors of Clear Channel in connection with rendering the opinion described above. These analyses were chosen based on Goldman Sachs’ professional judgment of customary financial methodologies widely used in valuations of companies and their businesses. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before May 9, 2008 and is not necessarily indicative of current market conditions.

Goldman Sachs calculated Clear Channel’s estimated cost of equity of approximately 9.5% for purposes of its financial analyses assuming (i) a risk free rate of 4.0%, (ii) an unlevered beta of 0.8 and (iii) a market risk premium of 5.07%. Goldman Sachs calculated the unlevered beta based primarily on the past 12 months of unlevered predicted betas of CBS Corporation, Cox Radio, Inc. and Lamar Advertising Company after taking into consideration the historical unlevered predicted beta of Clear Channel relative to these companies. Goldman Sachs calculated Clear Channel’s estimated cost of debt of approximately 12.5% for purposes of its financial analyses based on the market trading levels of Clear Channel’s outstanding debt. Both of these calculations were performed utilizing then-current data.

Present Value of Transaction Price Analysis

Goldman Sachs performed an illustrative analysis of the present value of the cash consideration of $36.00 per share. For this analysis, Goldman Sachs incorporated the value of the Additional Per Share Consideration that would be paid if the closing of the merger occurred after November 1, 2008. Goldman Sachs then discounted the value of the transaction price using potential closing dates of August 31, 2008, September 30, 2008 and December 31, 2008 and discount rates ranging from 5.5% to 9.5% in order to derive an illustrative range of present values of the cash consideration and the value of any Additional Per Share Consideration as of those dates. The range of discount rates used by Goldman Sachs in this analysis was derived by Goldman Sachs based on Clear Channel’s estimated cost of equity, which was used to inform the high end of the range, and the average annualized rate for the Additional Per Share Consideration for November and December 2008, which was used to inform the low end of the range. The following table presents the results of Goldman Sachs’ analysis:


Closing Date	Illustrative Present Value
August 31, 2008	$	35.01-$35.41
September 30, 2008	$	34.75-$35.26
December 31, 2008	$	34.26-$35.09

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 9, 2008 of $30.00 per share and the cash consideration of $36.00 per share, Goldman Sachs calculated (i) adjusted equity value by subtracting unconsolidated assets, 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, the present value of tax assets and the probability weighted present value of its capital loss from Clear Channel’s implied enterprise value. Goldman Sachs then calculated (i) the ratio of pro forma adjusted

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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 purpose of this analysis is to show, based on the Clear Channel common stock price of $30.00 per share as of May 9, 2008 and 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.


		$30.00 per Share		$36.00 per Share
Pro Forma Adjusted Enterprise Value/Revenue	2008E	2.8	x	3.2	x
	2009E	2.7	x	3.1	x
Pro Forma Adjusted Enterprise Value/EBITDA	2008E	8.5	x	9.8	x
	2009E	8.2	x	9.4	x
Adjusted Equity Value/Adjusted FCF	2008E	13.5	x	16.5	x
	2009E	11.9	x	14.5	x

In addition, Goldman Sachs analyzed the closing market price of $30.00 per share of Clear Channel’s common stock on May 9, 2008 and the cash consideration of $36.00 per share of Clear Channel common stock in relation to (i) the closing prices of Clear Channel common stock on May 9, 2008, on November 14, 2006, 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 average price of Clear Channel common stock for the period between May 17, 2007, the date that the execution of Amendment No. 2 was announced, and May 9, 2008. The following table presents the results of Goldman Sachs’ analysis:


	$30.00 per Share		$36.00 per 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	%

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 $1.2 billion minority interest based on Clear Channel Outdoor and Clear Media Ltd. market data as of May 9, 2008 and a $0.2 billion other minority interest grown in each case at 5% per year based on the Management Forecasts, (ii) unconsolidated assets of $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 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 7.5x to 8.5x 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 2008 to 2012 by applying enterprise value to one-year forward EBITDA multiples of 7.5x to 8.5x to estimates prepared by Clear Channel management of fiscal years 2009 to 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:

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		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 11, 2008, using a discount rate of 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 $27.41 to $38.09.

The indicative values in this analysis were lower than the indicative values resulting from the present value of future stock 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 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 based on Management’s projection of Clear Channel’s cash flow. All cash flows were discounted to May 11, 2008, and terminal values were based upon perpetuity growth rates for cash flows in the year 2013 and beyond. In performing the illustrative discounted cash flow analysis, Goldman Sachs applied discount rates ranging from 8.25% to 9.25% to the projected unlevered free cash flows of Clear Channel for the remainder of 2008 and calendar years 2009 to 2012. The range of discount rates used by Goldman Sachs 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’s capital structure as of May 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 $26.01 to $37.59.

The indicative values in this analysis were lower than the indicative values resulting from the discounted cash flow 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 as a result of lower projected cash flows in the Management Forecasts and a higher discount rate resulting from a more recent calculation of the weighted average cost of capital.

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Sum-of-the-Parts 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 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 December 31, 2008 and asset sales by Clear Channel.

As part of the illustrative sum-of-the-parts analysis, Goldman Sachs made the following assumptions: (i) a spin-off of Clear Channel Outdoor closing on December 31, 2008, (ii) the use of proceeds from the sale of television and non-core radio 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 $0.6 to $5.2 billion, or $1.20 to $10.53 per share, and (iii) 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 10.0x to 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 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 6.0x to 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 11, 2008, using a discount rate of 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 $27.32 to $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 this analysis 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 $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

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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 respective advisors, future results may be materially different from those forecasts.

The cash consideration of $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. 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.

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 G 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 sale of Clear Channel’s television assets 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 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; 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

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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 such services Goldman Sachs may receive compensation.

Goldman Sachs and its affiliates are engaged in investment banking and financial 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 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 other securities (or related derivative 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. 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, Clear Channel engaged Goldman Sachs to act as its financial advisor in connection with its 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 $31 million, of which $15 million was paid upon signing of the definitive agreement and approximately $16 million of which is contingent upon consummation of the merger. 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.

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.

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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 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.

Material United States Federal Income Tax Consequences to 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 to a U.S. holder will vary depending on such mix.

In the opinion of Ropes & Gray LLP, the material United States federal income tax consequences to U.S. holders will be as 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 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. 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, 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 (excluding any tax basis allocated to 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. A U.S. holder who exchanges Clear Channel common stock for a combination of Holdings Class A common stock and cash 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 such holder’s Clear Channel common stock solely in exchange for cash, which we will refer to in this proxy statement/prospectus as the “Deemed Redemption,” and a transfer to Holdings of the balance of such holder’s Clear Channel common stock in exchange for cash and Holdings Class A common stock, which we will refer to in this proxy statement/prospectus as the “Deemed Exchange”.

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The relative number of shares of Clear Channel 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 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 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 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 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. The Clear Channel 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 as received in the Deemed Redemption. Such U.S. holder will be treated as 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 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 will be the amount of Clear Channel Cash received by all holders in the merger and the denominator of which will 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 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 divided by the per share Cash Consideration.

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. 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.

A U.S. holder will not recognize any loss on the Deemed Exchange and will recognize gain, if any, on the Deemed Exchange equal to the 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 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 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.

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As indicated above, a U.S. holder that is deemed to exchange Clear Channel common stock held at a loss for Class A common stock of Holdings and Sponsor Cash will not recognize that loss for federal income tax purposes. Moreover, such a U.S. holder will be deemed for federal income tax purposes to have exchanged more shares of Clear Channel common stock for Class A common stock of Holdings and cash than the 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 124 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 will 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 Deemed Exchange for more than one year as of the effective time of the merger.

The aggregate tax basis of the Holdings Class A common stock received by a U.S. holder in the Deemed Exchange will be equal to the U.S. holder’s aggregate tax basis in the Clear Channel common stock surrendered in the Deemed Exchange, decreased by the amount of Sponsor Cash received by the U.S. holder 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 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 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. Such a position, however, would 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 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 would be required to recognize a taxable gain equal to the lesser of (x) the cash that such holder received in the merger, and (y) the excess, if any, of the fair market value of the Holdings Class A common stock and the cash received in the merger over such U.S. holder’s tax basis in the shares of Clear Channel common stock surrendered in the merger. As a result, a U.S. holder might recognize more taxable gain in connection with the merger.

Information on the Merger to Be Filed with Clear Channel Shareholders’ Returns. A U.S. holder who receives Holdings Class A common stock, and following the effective time of the merger 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, will be required to attach to such U.S. holder’s U.S. federal income tax return for the year in which the merger is consummated, and maintain a permanent record of, a complete statement that contains the information listed in Treasury Regulation Section 1.351 — 3T. Such statement must include such U.S. holder’s aggregate fair market value and tax basis in such U.S. holder’s Clear Channel common stock surrendered in the exchange.

Information Reporting and Backup 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.

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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.

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 Combinations and Emerging Issues Task Force Issue 88-16, Basis in Leveraged Buyout 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. Clear Channel notified and furnished the required information to the FTC and the Antitrust Division of the U.S. Department of Justice. Clear Channel agreed with the Antitrust Division of the U.S. Department of Justice to enter into a Final Judgment and Hold Separate Agreement in accordance with and subject to the 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 expired on 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 FCC 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 the applications to transfer control of Clear Channel’s FCC licenses to affiliates of the Fincos. On January 24, 2008, the FCC approved the applications to transfer Clear Channel. The FCC consent to transfer Clear Channel is subject to certain conditions which Clear Channel and the Sponsors will satisfy, or will cause to be satisfied, prior to the consummation of the merger. The FCC consents to the transfer of control of Clear Channel remain in effect as granted or as extended. The FCC grants extensions of authority to consummate previously approved transfers of control either by right or for good cause shown. We anticipate that the FCC will grant any necessary extensions of the effective period of the previously issued consents for consummation of the transfer.

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, and all necessary consents have been obtained.

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

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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 Holdings 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, captioned BT 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.”

In Clear 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), and Metzler Investment GmbH v. Clear Channel Communications, Inc., et al. , 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), and Pioneer Investments Kapitalanlagegesellschaft MBH v. Clear Channel Communications, Inc., et al. , No. 2006CI18542 (filed December 7, 2006) — have been consolidated for pretrial purposes only into one proceeding (the “Consolidated Class Action”), captioned In 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 October 22, 2007, the plaintiffs in the Consolidated Class Action filed a Motion to Determine Fees and Expenses. The motion asks the Court to award them $7,345,463 in attorneys fees and $229,731.93 for expenses. A hearing on the motion was scheduled for November 21, 2007. The setting was eventually dropped, and no action was taken by the Court on plaintiffs’ request for 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 the Rauch 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 Laborers complaint 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’ 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’ 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

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action Pioneer 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.

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 and Amendment No. 3, which are attached to this proxy statement/prospectus as Annex A, Annex B, Annex C and Annex 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 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

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 closing of the merger will occur as soon as practicable, but in no event later than the 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.

Effects of the Merger; Structure

At the 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 (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. 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 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

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of receiving the applicable portion of the Merger Consideration. Other than with respect to 580,361 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 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 committed to 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) in exchange for $10 million worth of the equity securities of Holdings ($20 million in the aggregate) and Mr. L. Lowry Mays has committed to a rollover exchange pursuant to which he will surrender a portion of the equity securities of Clear Channel he owns, with an aggregate value of $25 million, in exchange for $25 million worth of the equity securities of Holdings.

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.

Treatment of Common Stock and Other Securities

Clear Channel Common Stock

At the effective time of the merger, each Public Share issued and outstanding immediately prior to the 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 (A) an amount equal to $36.00 in cash without interest, plus the Additional Per Share 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 $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 Per Share 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 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.

Holdings has the right to 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 Additional Equity Consideration, which will be paid in the form of a fraction of a share of Holdings common stock, in the event that Holdings determines that the total Uses of Funds exceeds the total Sources of Funds as of the closing of the merger. For the purposes of the merger agreement, “Additional Equity Consideration” means 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 Holdings determines are needed for the merger, merger-related expenses, and Clear 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 (B) the total number of 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 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 such merger consideration with respect to each such Public Share.

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The term “Additional Per Share Consideration” means an additional amount of cash consideration for each share of Clear Channel common stock, calculated in the 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 November 1, 2008 (including November 1, 2008), of $36.00 multiplied by 4.5% per annum; plus

•

If the merger is completed after December 1, 2008, the pro rata portion, based on the number of days elapsed since December 1, 2008 (including December 1, 2008), of $36.00 multiplied by 6% per annum.

The Additional Per Share Consideration will be paid to all Clear Channel shareholders if the merger is completed after November 1, 2008, regardless of whether they elect Stock Consideration or Cash Consideration.

Clear Channel Stock Options

Prior to 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 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 plus any Additional Per Share 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 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 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 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). 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 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.

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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 the 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’ third amended and restated certificate of incorporation or such rejection is otherwise advisable to facilitate compliance with FCC restrictions on foreign ownership. 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 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 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 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.

All Stock Elections with respect to Clear Channel 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 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% 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 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 Per Share Consideration, if any, which will be paid in cash) equal to the product of (A) the proration factor times (B) the total number of Stock Election Shares reflected on such form of election (the result of such calculation, the “Prorated Shares”); plus

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•

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 (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 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.

Additional Equity Consideration

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:

•

$1.00, or

•

a fraction equal to:

•

the 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

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•

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 total number of Public Shares that will receive the Cash Consideration

Consequently, if Holdings’ Uses of Funds exceeds its Sources of Funds, then, at the option of Holdings, shareholders electing to receive the Cash Consideration for some or all of 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 made a Cash Election up to a cap of 1/36th of the total number of shares of Clear Channel common stock for which they made a Cash Election. 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 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 July 17, 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 book-entry shares). Each holder of Clear Channel stock option(s) will be required to deliver to the paying agent a letter of transmittal together with a stock option agreement or other evidence of ownership, as applicable, representing the stock options to be converted into the Stock Consideration. If a holder does not timely submit a properly executed letter of transmittal together with a stock option agreement or other evidence of ownership, as applicable, the paying 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 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 of the merger, and in any event not later than the second business day following the 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 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 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 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.

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Following the 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 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 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, which may not be intended as statements of facts, but rather as a way of allocating risk to one of the 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. 3 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. 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. 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;

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

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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;

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Clear Channel’s corporate power and authority to enter into the merger agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 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. 3;

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the approval and recommendation of the merger agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 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);

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

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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;

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

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compliance with applicable laws and permits, including FCC licenses;

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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;

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

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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;

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the absence of certain undisclosed liabilities;

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

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taxes;

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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;

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our material contracts;

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

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

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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:

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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;

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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;

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

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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;

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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);

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changes in generally accepted accounting principles or the interpretation thereof;

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any weather related event; or

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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 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:

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their due organization, valid existence and good standing;

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their certificates of incorporation, bylaws and other organizational documents;

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their power and authority to enter into the merger agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 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. 3;

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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;

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

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their qualification under the Communications Act to hold FCC licenses;

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

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

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

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

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the absence of undisclosed broker’s fees;

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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

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

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.

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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 of the merger and the termination of the merger agreement pursuant to its terms.

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:

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

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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:

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

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

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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 for the period from November 17, 2006 to May 13, 2008 and $100 million in the aggregate for the period following May 13, 2008;

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

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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 (other than certain regular quarterly dividends that were paid before May 11, 2008);

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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;

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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;

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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);

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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 (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

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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, 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;

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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);

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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;

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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;

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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;

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

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adopt, amend or terminate any benefit plan of Clear Channel or any retention, 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 and retention bonus arrangements in amounts not exceeding $1.5 million.

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make any capital expenditure in excess of $70 million individually, or $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;

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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 $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

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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;

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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;

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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;

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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

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

FCC Matters

Until the 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 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 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 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

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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.

On January 24, 2008, the FCC approved the applications to transfer Clear Channel. The waiting period under the HSR Act expired on February 13, 2008.

Access to Information

Until the earlier of the 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.

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:

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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

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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:

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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

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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.

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

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

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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;

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approve or recommend any Competing Proposal;

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

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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

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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.

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

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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;

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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

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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:

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

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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

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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 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 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:

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

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

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 of the merger with respect to directors’ and officers’ liability insurance that provides coverage for events occurring on or before the 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:

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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;

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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 of the merger;

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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

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honor any and all collective bargaining agreements.

Financing

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The Fincos and Merger Sub have agreed to use their reasonable best efforts to enforce their rights under the 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

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The Fincos have agreed to give Clear Channel prompt notice of any material breach of or termination of any executed loan agreement.

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Under the merger agreement, any of the 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 executed loan agreements in manner not less beneficial in the aggregate to Merger Sub, Holdings and the Fincos, except that any new loan agreements will not (i) adversely amend the conditions to the debt financing set forth in the executed loan agreements in any material respect, (ii) reasonably be expected to delay or prevent the closing of the merger, (iii) reduce the aggregate amount of debt financing available for closing unless replaced with new equity or debt 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:

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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 or issuances of debt securities contemplated by the debt financing commitments;

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

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

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

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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

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

Independent Directors

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

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 123 for more information.

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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 of the merger, unless Clear Channel gives its written consent (which consent will not be unreasonably withheld, delayed or conditioned), they will not:

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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 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 of the merger;

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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

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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.

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:

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

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HSR Act 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 (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.

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No Law or 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.

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FCC Consent. The FCC Consent will have been 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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Performance of obligations. Since May 13, 2008, Clear Channel shall have performed or complied in all material respects with certain specified covenants or agreements in the merger agreement including those relating to implementing the merger transaction and restrictions on the issuance of equity securities, the acquisition of businesses, payment of dividends, the incurrence of indebtedness, changes in accounting principles and policies, and the making of investments or loans.

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In addition, the performance of Clear Channel’s other agreements and covenants other than where the failure to perform would not constitute a Material Adverse Effect.

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The obligations of Clear Channel to complete the merger are subject to the satisfaction or waiver of the following additional condition:

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Performance of obligations. Since May 13, 2008, the Fincos, Holdings and Merger Sub shall have performed or complied in all material respects with all agreements and covenants in the merger agreement required to be performed or complied with by them on or prior to the consummation of the 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 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.

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:

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by either the Fincos or Clear Channel, if:

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the closing of the merger has not occurred on or before December 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 there is an on-going dispute among any of the parties to the Escrow Agreement with respect to the disbursement of the Escrowed Amount, the Fincos or Clear Channel 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 such funds;

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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;

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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

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the non-terminating party has breached or failed to perform in any material respect any of its 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.

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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;

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

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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.

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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 Clear Channel, as described below under “The Merger Agreement — Termination Fees.”

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:

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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;

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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 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);

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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

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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 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 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 or 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:

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$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

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$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 or postponement of the special meeting or (C) by the Fincos because Clear Channel breached or failed to perform in any material respect any of its 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 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.

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Merger Sub Termination Fee

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

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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 under the merger agreement that proximately caused the failure to 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 paid pursuant to the Escrow Agreement; and

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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 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.

Our right to have a termination fee 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.

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 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 of the merger, any party may, by written agreement:

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

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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

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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. 3, each of the Sponsors (each an affiliate of one of the Fincos) and Clear Channel entered into a 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 entered into in connection with Amendment No. 3 superseded the 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

Settlement Agreement

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 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 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, may enforce specifically against the other parties their respective obligations under the merger agreement, 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 a party may be entitled.

The Banks also agreed to use their commercially reasonable efforts to vote, and to cause all of their non-fiduciary affiliates to vote, any 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 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 Escrow Party, 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”),

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•

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

•

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

•

580,361 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 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”),

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•

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 10:00 a.m. (New York time) on the business day preceding the Anticipated Closing Date setting forth the Bank Escrow Parties’ specific grounds for believing that the conditions precedent to the funding of the debt financing that are specified in the Financing Agreements will not 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 Management Escrow Shares will be correspondingly reduced. Clear Channel and Holdings may agree that less than a pro rata portion of the Management Escrow Shares will be returned to the Management Investors, in

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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 deliverable be reduced to the extent that, as 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 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 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).

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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 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.

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:


	High		Low		Cash Dividend Declared
2006
First Quarter	$	32.84	$	27.82	$	.1875
Second Quarter		31.54		27.34		.1875
Third Quarter		31.64		27.17		.1875
Fourth Quarter		35.88		28.83		.1875
2007
First Quarter	$	37.55	$	34.45	$	.1875
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 June 20, 2008)	$	35.50	$	26.74		—

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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 9, 2008, which was the last trading day before we announced that the parties to the Actions were engaged in settlement discussions, Clear Channel common stock closed at $30.00 per share. On June 20, 2008, which was the last trading day before the date of this proxy statement/prospectus, Clear Channel common stock closed at $35.44 per share. You are encouraged to obtain current market quotations for Clear Channel common stock in connection with voting your shares.

As of June 19, 2008, there were 498,146,823 shares of Clear Channel common stock outstanding held by approximately 3,058 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 June 19, 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 June 19, 2008, there were 498,146,823 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.


Name	Amount and Nature of Beneficial Ownership(1)		Percent of Class
Alan D. Feld	60,619	(2)	*
Perry J. Lewis	128,645	(3)	*
L. Lowry Mays	31,190,764	(4)	6.2	%
Mark P. Mays	3,360,400	(5)	*
Randall T. Mays	2,838,984	(6)	*
B. J. McCombs	4,818,447	(7)	1.0	%
Phyllis B. Riggins	21,308	(8)	*
Theodore H. Strauss	200,565	(9)	*
J. C. Watts	25,291	(10)	*
John H. Williams	60,279	(11)	*
John B. Zachry	11,500	(12)	*
John E. Hogan	528,091	(13)	*
Paul J. Meyer	21,874		*
Herb Hill	148,039	(14)	*
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)	42,188,354	(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 April 18, 2008 by the person indicated and shares underlying options owned by such person on April 18, 2008 that are exercisable within 60 days of that date.

(2)	Includes 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 58,488 shares subject to options held by Mr. Lewis, 39,953 of which are held in a margin account. Excludes 3,000 shares owned by Mr. Lewis’ wife, as to which Mr. Lewis disclaims beneficial ownership.

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(4)

Includes 2,473,076 shares subject to options held by Mr. L. Lowry Mays, 48,456 shares held by trusts of which Mr. L. Lowry Mays is the trustee, but not a beneficiary, 26,905,357 shares held by the LLM Partners Ltd of which Mr. L. Lowry Mays shares control of the sole general partner, 1,532,120 shares held by the Mays Family Foundation and 92,319 shares held by the Clear Channel Foundation over which Mr. L. Lowry Mays has either sole or shared investment or voting authority. Mr. L. Lowry Mays’ address is c/o Clear Channel, 200 East Basse Road, San Antonio, Texas 78209.

(5)

Includes 992,249 shares subject to options held by Mr. Mark P. Mays, 343,573 shares held by trusts of which Mr. Mark P. Mays is the trustee, but not a beneficiary, and 1,022,293 shares held by the MPM Partners, Ltd. Mr. Mark P. Mays controls the sole general partner of MPM Partners, Ltd. Also includes 648,604 shares and 12,290 shares, which represent shares in LLM Partners.

(6)

Includes 992,249 shares subject to options held by Mr. Randall T. Mays, 359,517 shares held by trusts of which Mr. Randall T. Mays is the trustee, but not a beneficiary, and 619,761 shares held by RTM Partners, Ltd. Mr. Randall T. Mays controls the sole general partner of RTM Partners, Ltd. Also includes 519,264 shares and 8,193 shares, which represent shares in LLM Partners.

(7)

Includes 52,864 shares subject to options held by Mr. McCombs and 4,763,083 shares held by the McCombs Family Partners, Ltd. of which Mr. McCombs is the general partner and all of which are held in a margin account. Excludes 27,500 shares held by Mr. McCombs’ wife, as to which Mr. McCombs disclaims beneficial ownership.

(8)	Includes 7,833 shares subject to options held by Ms. Riggins.

(9)	Includes 39,165 shares subject to options held by Mr. Strauss, and 72,087 shares held by the THS Associates L.P. of which Mr. Strauss is the general partner.

(10)	Includes 15,666 shares subject to options held by Mr. Watts.

(11)	Includes 39,165 shares subject to options held by Mr. Williams. Excludes 9,300 shares held by Mr. Williams’ wife, as to which Mr. Williams disclaims beneficial ownership.

(12)	Includes 9,000 shares subject to options held by Mr. Zachry.

(13)	Includes 391,084 shares subject to options held by Mr. Hogan.

(14)	Includes 33,131 shares subject to options held by Mr. Hill, 1,600 shares held by Mr. Hill’s son, and 4,320 shares held by trusts

(15)	Includes 70,717 shares subject to options held by Mr. Levin.

(16)	The address of UBS AG is: Bahnhofstrasse 45, PO Box CH-8021, Zurich, Switzerland. The information included herein is based solely on a Schedule 13G filed by UBS AG on February 11, 2008.

(17)

The address of Highfields Capital Management LP is: John Hancock Tower, 200 Clarendon Street, 51st Floor, Boston, Massachusetts 02116. Highfields Capital Management is principally engaged in the business of providing investment management services to the following investment funds: Highfields Capital I LP, Highfields Capital II, LP, and Highfields Capital III L.P. (collectively, the “Funds”). Each of Highfields GP LLC, the General Partner of Highfields Capital Management, Highfields Associates LLC, the General Partner of the Funds, and Jonathon Jacobson and Richard Grubman, the Managing Members of Highfields GP and the Senior Managing Members of Highfields Associates, by virtue of their voting and investment control with respect to the shares beneficially held by Highfields Capital Management L.P., may also be deemed to beneficially hold the shares beneficially held by Highfields Capital Management L.P. The information included herein is based solely upon a Schedule 13D of Highfields Capital Management L.P. as amended through May 15, 2008.

(18)

Includes 5,213,852 shares subject to options held by such persons, 612,295 shares held by trusts of which such persons are trustees, but not beneficiaries, 26,905,357 shares held by the LLM Partners Ltd, 1,022,293 shares held by the MPM Partners, Ltd., 619,761 shares held by the RTM Partners, Ltd, 4,763,083 shares held by the McCombs Family Partners, Ltd, 72,087 shares held by the THS Associates L.P., 1,532,120 shares held by the Mays Family Foundation and 92,319 shares held by the Clear Channel Foundation.

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HOLDINGS’ STOCK OWNERSHIP AFTER THE MERGER

After the merger, and depending upon the number of Clear Channel shareholders who elect to receive Merger Consideration in the form of Class A common stock of Holdings, the outstanding capital stock of Holdings will be owned as follows:

•

up to 30% of Holdings’ outstanding capital stock and voting power (assuming that there is no issuance of Additional Equity Consideration and excluding any shares of Class A common stock of Holdings held by certain Clear Channel employees as a result of the rollover investments discussed above in “Interests of Clear Channel’s Directors and Executive Officers in the Merger — Equity Rollover”), will be held in the form of shares of Class A common stock issued to former Clear Channel shareholders who have elected to receive shares of Class A common stock in connection with the merger; and

•

the remaining shares of outstanding capital stock of Holdings (approximately 70% assuming that there is no issuance of Additional Equity Consideration and that Clear Channel shareholders elect to receive the maximum permitted amount of Stock Consideration in the merger and subject to reduction on account of the rollover investments in Holdings Class A common stock referenced above) will be held in the form of Class B common stock and Class C common stock issued to affiliates of the Sponsors as part of the Equity Financing.

Upon consummation of the merger, Mark P. Mays, the Chief Executive Officer of Clear Channel, and Randall T. Mays, the President and Chief Financial Officer of Clear Channel, will each receive a grant of approximately 510,000 shares of Holdings Class A common stock, subject to certain vesting requirements, pursuant to their new employment arrangements with Holdings.

As described in “The Merger — New Equity Incentive Plan” above, Holdings intends to adopt an equity incentive plan, pursuant to which Holdings may grant options to purchase up to 10.7% of the fully diluted equity of Holdings to be outstanding immediately after consummation of the merger.

STOCKHOLDERS AGREEMENT

Parties

Holdings expects, prior to the consummation of the merger, to enter into a stockholders agreement with Merger Sub, certain of Clear Channel’s executive officers and directors who are expected to become stockholders of Holdings (the “executive stockholders”), including Mark P. Mays, Randall T. Mays and L. Lowry Mays, CCC IV and CCC V. As summarized below, it is anticipated that the stockholders agreement would contain various rights and obligations related to the parties’ shareholdings, although any shares of Holdings common stock that Mark P. Mays, Randall T. Mays, L. Lowry Mays or their estate-planning entities should acquire pursuant to Stock Elections would not be subject to the agreement.

Holdings, CCC IV and CCC V, which we refer to as the “Lead Investors,” also expect to enter into a separate agreement with Mark P. Mays, Randall T. Mays and L. Lowry Mays (the “Mays executives”). It is anticipated that this agreement would provide Holdings and each Mays executive with “call” and “put” rights, respectively, over certain shares of Holding common stock held by a Mays executive and his related parties upon the termination of his employment with Holdings and its subsidiaries.

Voting Agreements

Under the stockholders agreement, the parties would agree to vote their shares that would be subject to the agreement to establish and maintain the size of Holdings’ board of directors at 12 or any other number greater than 10 specified by those parties that would qualify under the stockholders agreement as constituting a “Requisite Capital IV Majority”, which upon the closing of the merger would be CCC IV and otherwise generally would need to include each Sponsor (or one of its affiliates) for as long as it (or one of its affiliates) were a stockholder of Holdings. In elections to the board of directors of Holdings, the stockholders agreement would require the parties to vote for (i) Mark P. Mays and Randall T. Mays for as long as they were officers of Holdings and Clear Channel,

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(ii) the persons nominated to serve as Holdings’ independent directors pursuant to its certificate of incorporation and by-laws and the Highfields Voting Agreement (who will initially be Jonathon Jacobson and David Abrams) and (ii) each other person designated by a Requisite Capital IV Majority. The stockholders agreement would contemplate that the board of directors of Holdings would have an audit committee, a compensation committee and a nominating committee and that at least one member of each of those committees would be designated by each Sponsor or its affiliates. Unless a Requisite Capital IV Majority were to determine otherwise or the provisions of applicable law or the rules of any national securities exchange that might become applicable to Holdings were to require earlier termination, these voting and governance-related provisions of the stockholders agreement would be expected to continue after a change of control of Holdings and/or the first public offering of its shares of common stock following the closing date of the merger (the “qualified public offering”).

Transfer Restrictions

The stockholders agreement is expected to contain restrictions on the parties’ ability to transfer shares of Holdings common stock, such as a prohibition on transferring shares to competitors of Holdings and its subsidiaries in certain private and public sales without the approval of a Requisite Capital IV Majority. Mark P. Mays, Randall T. Mays, L. Lowry Mays and their related parties would generally be restricted from initiating transfers of their shares of Holdings common stock that would be subject to the stockholders agreement until the earlier of the seventh anniversary of the closing of the merger and the third anniversary of the qualified public offering. The other executive stockholders would generally be restricted from initiating transfers of their shares until the third anniversary of the qualified public offering. The transfer restrictions in the stockholders agreement would terminate upon a change of control.

“Drag-Along Rights”

It is expected that the stockholders agreement would provide that if the Lead Investors were to propose to sell 50% or more of their shares to a buyer that was not affiliated with the Sponsors or their affiliates, then a Requisite Capital IV Majority would have the right under the stockholders agreement to require all parties to the agreement to sell the same percentage of their shares to that buyer as long as the transaction were to result in a change of control of Holdings. A Requisite Capital IV Majority would also have the right to require the parties to the stockholders agreement to participate in a recapitalization of Holdings by exchanging or converting a given percentage of each class of stock that they held for different securities issued by Holdings or its subsidiaries or affiliates. Holdings would pay the reasonable legal fees and expenses of the Sponsors and their affiliates and the executive stockholders in any such sale or recapitalization transaction. The foregoing rights would terminate upon a change of control of Holdings.

“Tag-Along” and Other Sale Rights

The stockholders agreement would also provide that if any of the Lead Investors were to offer to sell any shares of Holdings common stock to a third-party buyer in a private transaction, the other parties to the stockholders agreement would have the right to include in that sale a pro rata portion of their shares that were subject to the agreement. Holdings would pay the reasonable costs and expenses of the Lead Investors that initiated any such sale, as well as the reasonable legal fees and expenses of the Sponsors and their affiliates and the executive stockholders. These rights would terminate upon the earlier to occur of a change of control and the qualified public offering. In the case of certain other transfers by the Lead Investors that did not permit participation by the executive stockholders and that occurred before the time when the executive stockholders would otherwise have the ability to initiate transfers of their shares, the executive stockholders would have the right to make public sales of a number of their shares that would be proportional (based on relative shareholdings) to the number of shares sold by the Lead Investors. This right would terminate upon a change of control.

Effect of Termination of Employment

The transfer restrictions expected to be included in the stockholders agreement notwithstanding, if an executive stockholder’s employment with Holdings or any of its subsidiaries were to terminate because of his or her death or disability, then the executive stockholder (or his or her estate) would have a one-year period in which to sell his or her vested shares of Holdings common stock to the public pursuant to Rule 144 under the Securities Act.

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The separate agreement that Holdings and the Lead Investors expect to enter into with the Mays executives concurrently with the stockholders agreement would give Holdings a call option over certain shares of common stock held by a Mays executive and his related parties that would generally be exercisable for six months after the termination of the applicable Mays executive’s employment with Holdings and its subsidiaries. The shares subject to the call option would depend on the circumstances under which the applicable Mays executive’s employment were to end. The call option price would generally be the fair market value of the shares as of the date Holdings notified the Mays executive that it was exercising the call option, though following a termination by Holdings or its subsidiaries for “Cause” or by the Mays executive for other than “Good Reason” (as each of those terms would be defined in the employment agreement he is expected to enter into in connection with the closing of the merger), the agreement would permit Holdings to purchase any shares acquired upon the exercise of options awarded to the Mays executive under Holdings’ new equity incentive plan for a price equal to the cost the Mays executive paid to acquire those shares (i.e., the applicable option exercise price).

In addition, each Mays executive would have the option, under conditions that would be detailed in that separate agreement, to put back to Holdings certain of his and his related parties’ shares of Holdings common stock following the termination of his employment with Holdings and its subsidiaries. The shares subject to this put option, which would generally be exercisable for up to six months after the termination of the applicable Mays executive’s employment with Holdings or its subsidiaries, would depend on the circumstances under which the applicable Mays executive’s employment were to end. For example, shares acquired upon the exercise of options awarded to the Mays executives under Holdings’ new equity incentive plan, including the option grants for 2.5% of Holdings’ fully-diluted equity that are expected to be awarded to each of Mark P. Mays and Randall T. Mays upon the closing of the merger, would be subject to the put option only if a Mays executive’s employment were to terminate due to his death or “Disability” (as would be defined in the employment agreement he is expected to enter into in connection with the closing of the merger). The put option price would generally be the fair market value of the shares being put to Holdings as of the date the applicable Mays executive delivered notice he was exercising his put option, but if a Mays executive’s employment terminated due to his death or Disability or because he was terminated without “Cause” or he terminated his employment with “Good Reason” (as each of those terms would be defined in the employment agreement he is expected to enter into in connection with the closing of the merger), then the put option price for the $20 million in restricted stock of Holdings that he is expected to be granted upon the closing of the merger would be $36.00 per share, regardless of its actual fair market value on the date of the put notice. Accordingly, in those circumstances, the aggregate put option price for the restricted stock held by a Mays executive would be $20 million if it were all put back to Holdings by the Mays executive or his related parties. The call and put options described in this summary would terminate upon the earlier to occur of a change of control and the qualified public offering.

Participation Rights in Future Issuances

If Holdings or any of its subsidiaries were to propose to issue equity securities to the Lead Investors or any other affiliates of the Sponsors, then, except in limited circumstances, the stockholders agreement would require Holdings or the applicable subsidiary to first offer each party to the stockholder agreement the right to purchase its pro rata share (based on relative shareholdings, excluding options) of the equity securities being issued. Holdings would pay the reasonable legal fees and expenses of the Sponsors and their affiliates and the executive stockholders in any such issuance. These rights would terminate on the earlier to occur of a change of control and the qualified public offering.

Registration Rights

The stockholders agreement would give the Lead Investors the right to require Holdings to register (including by means of a “shelf” registration statement permitting sales of shares from time to time over an extended period) shares of Holdings common stock held by the requesting Lead Investors for sale to the public under the Securities Act, subject to certain limitations, such as a requirement that only a Requisite Capital IV Majority would have the right to initiate the qualified public offering in this manner. In connection with each underwritten public offering,

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the parties to the stockholders agreement would agree to enter into a customary lock-up agreement covering a period of no greater than 90 days, unless the offering were (or preceded) the qualified public offering, in which case the lock-up period could be up to 180 days. The stockholder agreement is also expected to provide that if Holdings were to register shares of its common stock for sale to the public for its own account or that of any other person, then the parties to the stockholder agreement meeting certain shareholding or other requirements would have the right to request that the offering and sale of their shares of common stock be included in any such registration statement, unless the offering constituted a qualified public offering that had not been initiated by a Requisite Capital IV Majority. In an underwritten registered offering, the rights of the stockholder parties to the agreement to include their shares in the offering would be subject to the possibility of a pro rata underwriter’s cutback if the underwriter determined that marketing factors required a limitation on the number of shares to be included in the offering. Holdings would pay for the reasonable fees and disbursements of counsel for the stockholders participating in any such registered offering as well as certain other expenses.

The stockholders agreement would contain customary indemnification provisions in favor of the parties and any person who might be deemed a controlling person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and related parties against liabilities under the Securities Act incurred in connection with the registration of any debt or equity securities of Holdings or its subsidiaries. These provisions would provide indemnification against certain liabilities arising under the Securities Act and certain liabilities resulting from violations of other applicable laws in connection with any filing or other disclosure made by Holdings under the securities laws relating to any such registrations. Holdings would reimburse such persons for any legal or other expenses incurred in connection with investigating or defending any such liability, action or proceeding, except that it would not be required to indemnify any such person or reimburse related legal or other expenses if such loss or expense were to arise out of or be based on any untrue statement or omission made in reliance upon and in conformity with written information provided by such person for use in such filing or other disclosure.

Withdrawal

If the Lead Investors, the executive stockholders and their respective permitted transferees collectively were to hold less than 33% of the shares that they held subject to the stockholders agreement as of the closing of the merger, then any party to the stockholders agreement that, together with its affiliates, were to hold less than 1% of the outstanding shares of Holdings common stock would have the option to withdraw from the stockholders agreement.

DESCRIPTION OF HOLDINGS’ CAPITAL STOCK

Capitalization

Following the merger, the total number of shares of capital stock that Holdings will have authority to issue will 650,000,000 shares of common stock, par value $0.001 per share, of which (i) 400,000,000 shares will be designated Class A common stock, (ii) 150,000,000 shares will be designated Class B common stock and (iii) 100,000,000 shares will be designated Class C common stock. Except as provided below or as otherwise required by the DGCL, all shares of Class A common stock, Class B common stock and Class C common stock will have the same powers, privileges, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, and will be identical to each other in all respects.

Voting Rights and Powers

Except as otherwise provided below or as otherwise required by law, with respect to all matters upon which stockholders are entitled to vote, the holders of the outstanding shares of Class A common stock and Class B common stock will vote together with the holders of any other outstanding shares of capital stock of Holdings entitled to vote, without regard to class. Every holder of outstanding shares of Class A common stock will be entitled to cast thereon one vote in person or by proxy for each share of Class A common stock standing in his name. Every holder of outstanding shares of Class B common stock will be entitled to cast thereon, in person or by proxy, for each share of Class B common stock, a number of votes equal to the number obtained by dividing (a) the sum of total number of shares of Class B common stock outstanding as of the record date for such vote and the number of

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Class C common stock outstanding as of the record date for such vote by (b) the number of shares of Class B common stock outstanding as of the record date for such vote. The affirmative vote of the holders of a majority of the voting power of the Class A common stock and Class B common stock, on a combined basis, as of any time is referred to as the “majority common stock approval.” Except as otherwise required by law, the holders of outstanding shares of Class C common stock will not be entitled to any votes upon any questions presented to stockholders of Holdings, including, but not limited to, whether to increase or decrease the number of authorized shares of Class C common stock.

Dividends

Except as otherwise required by the DGCL, the holders of Class A common stock, Class B common stock and Class C common stock will be entitled to receive ratably such dividends, other than share distributions (as hereinafter defined), as may from time to time be declared by the board of directors of Holdings out of funds legally available therefor. The board of directors may, at its discretion, declare a dividend of any securities of Holdings or of any other corporation, limited liability company, partnership, joint venture, trust or other legal entity (a “share distribution”) to the holders of shares of Class A common stock, Class B common stock and Class C common stock (i) on the basis of a ratable distribution of identical securities to holders of shares of Class A common stock, Class B common stock and Class C common stock or (ii) on the basis of a distribution of one class or series of securities to holders of shares of Class A common stock and one or more different classes or series of securities to holders of Class B common stock and Class C common stock, as applicable, provided that the securities so distributed (and, if the distribution consists of convertible or exchangeable securities, the securities into which such convertible or exchangeable securities are convertible or for which they are exchangeable) do not differ in any respect other than (a) differences in conversion rights consistent in all material respects with differences in conversion rights between Class A common stock, Class B common stock and Class C common stock and (b) differences in their voting rights and powers so long as immediately following any share distribution, the ratio of the total number of votes exercisable in the aggregate by the holders of the Class B common stock and the Class C common stock (whether attributable to the shares of Class B common stock or Class C common stock or the securities so distributed (and, if the distribution consists of convertible or exchangeable securities, the securities into which such convertible or exchangeable securities are convertible or for which they are exchangeable)) to the total number of votes exercisable by the holders of the Class A common stock (whether attributable to the shares of Class A common stock or the securities so distributed (and, if the distribution consists of convertible or exchangeable securities, the securities into which such convertible or exchangeable securities are convertible or for which they are exchangeable)), does not exceed the ratio existing immediately prior to such share distribution.

Distribution of Assets Upon Liquidation

In the event Holdings will be liquidated, dissolved or wound up, whether voluntarily or involuntarily, the net assets of Holdings remaining thereafter will be divided ratably among the holders of Class A common stock, Class B common stock and Class C common stock.

Split, Subdivision or Combination

If Holdings will in any manner split, subdivide or combine the outstanding shares of Class A common stock, Class B common stock or Class C common stock, whether by reclassification, share distribution or otherwise, the outstanding shares of the other classes of common stock will be proportionally split, subdivided or combined in the same manner and on the same basis as the outstanding shares of the other class of common stock have been split, subdivided or combined, whether by reclassification, share distribution or otherwise.

Conversion

Subject to the limitations set forth below, each record holder of shares of Class B common stock or Class C common stock may convert any or all of such shares into an equal number of shares of Class A common stock by delivering written notice to Holdings’ transfer agent stating that such record holder desires to convert such shares into the same number of shares of Class A common stock and requesting that Holdings issue all of such Class A common stock to the persons named therein, setting forth the number of shares of Class A common stock to be

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issued to each such person (and, in the case of a request for registration in a name other than that of such record holder, providing proper evidence of succession, assignation or authority to transfer), accompanied by payment of documentary, stamp or similar issue or transfer taxes, if any.

Certain Voting Rights

In addition to any other approval required by law or by the charter, any consolidation of Holdings with another corporation or entity, any merger of Holdings into another corporation or entity or any merger of any other corporation or entity into Holdings pursuant to which shares of common stock are converted into or exchanged for any securities or any other consideration will require majority common stock approval.

Change in Number of Shares Authorized

Except as otherwise provided in the provisions establishing a class of stock, the number of authorized shares of any class or series of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of Holdings entitled to vote irrespective of the provisions of Section 242(b)(2) of the DGCL.

Restrictions on Stock Ownership or Transfer

Holdings may restrict the ownership, or proposed ownership, of shares of capital stock of Holdings by any Person if such ownership or proposed ownership (a) is or could be inconsistent with, or in violation of, any provision of the Federal Communications Laws (as hereinafter defined), (b) limits or impairs or could limit or impair any business activities or proposed business activities of Holdings under the Federal Communications Laws or (c) subjects or could subject Holdings to any regulation under the Federal Communications Laws to which Holdings would not be subject but for such ownership or proposed ownership (clauses (a), (b) and (c) collectively, “FCC Regulatory Limitations”). The term “Federal Communications Laws” will mean any law of the United States now or hereafter in effect (and any regulation thereunder), including, without limitation, the Communications Act of 1934, as amended, and regulations thereunder, pertaining to the ownership and/or operation or regulating the business activities of (x) any television or radio station, cable television system or other medium of mass communications or (y) any provider of programming content to any such medium.

Requests for Information

If Holdings believes that the ownership or proposed ownership of shares of capital stock of Holdings by any stockholder may result in an FCC Regulatory Limitation, such stockholder will furnish promptly to Holdings such information (including, without limitation, information with respect to citizenship, other ownership interests and affiliations) as Holdings will request.

Denial of Rights, Refusal to Transfer

If (a) any stockholder from whom information is requested pursuant to the above provisions should not provide all the information requested by Holdings, or (b) Holdings will conclude that a stockholder’s ownership or proposed ownership of, or that a stockholder’s exercise of any rights of ownership with respect to, shares of capital stock of Holdings results or could result in an FCC Regulatory Limitation, then, in the case of either clause (a) or clause (b), Holdings may (i) refuse to permit the transfer of shares of capital stock of Holdings to such proposed stockholder, (ii) suspend those rights of stock ownership the exercise of which causes or could cause such FCC Regulatory Limitation, (iii) require the conversion of any or all shares of Class A common stock or Class B common stock held by such stockholder into an equal number of shares of Class C common stock, (iv) refuse to permit the conversion of shares of Class B common stock or Class C common stock into Class A common stock, (v) redeem such shares of capital stock of Holdings held by such stockholder in accordance with the provisions set forth below, and/or (vi) exercise any and all appropriate remedies, at law or in equity, in any court of competent jurisdiction, against any such stockholder or proposed transferee, with a view towards obtaining such information or preventing or curing any situation which causes or could cause an FCC Regulatory Limitation. Any such refusal of transfer. Suspension of rights or refusal to convert pursuant to clauses (i), (ii) and (iv), respectively, of the immediately preceding

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sentence will remain in effect until the requested information has been received and Holdings has determined that such transfer, or the exercise of such suspended rights, as the case may be, will not result in an FCC Regulatory Limitation. The terms and conditions of redemption pursuant to foregoing provisions will be as follows:

(i) the redemption price of any shares to be redeemed will be equal to the Fair Market Value (as hereinafter defined) of such shares;

(ii) the redemption price of such shares may be paid in cash, Redemption Securities (as hereinafter defined) or any combination thereof;

(iii) if less than all such shares are to be redeemed, the shares to be redeemed will be selected in such manner as will be determined by the board of directors of Holdings, which may include selection first of the most recently purchased shares thereof, selection by lot or selection in any other manner determined by the board of directors;

(iv) at least 15 days’ written notice of the Redemption Date (as hereinafter defined) will be given to the record holders of the shares selected to be redeemed (unless waived in writing by any such holder); provided that the Redemption Date may be the date on which written notice will be given to record holders if the cash or Redemption Securities necessary to effect the redemption will have been deposited in trust for the benefit of such record holders and subject to immediate withdrawal by them upon surrender of the stock certificates for their shares to be redeemed;

(v) from and after the Redemption Date, any and all rights of whatever nature in respect of the shares selected for redemption (including, without limitation, any rights to vote or participate in dividends declared on stock of the same class or series as such shares), will cease and terminate and the holders of such shares will thenceforth be entitled only to receive the cash or Redemption Securities payable upon redemption; and

(vi) such other terms and conditions as the board of directors will determine.

As used herein, certain capitalized terms will have the definitions set forth below.

“Fair Market Value” will mean, with respect to a share of Holdings’ capital stock of any class or series, the volume weighted average sales price for such a share on the New York Stock Exchange or, if such stock is not listed on such exchange, on the principal U.S. registered securities exchange on which such stock is listed, during the 30 most recent days on which shares of stock of such class or series will have been traded preceding the day on which notice of redemption will be given; provided, however, that if shares of stock of such class or series are not listed or traded on any securities exchange, “Fair Market Value” will be determined by the board of directors in good faith; and provided, further, that “Fair Market Value” as to any stockholder who purchased his stock within 120 days of a Redemption Date need not (unless otherwise determined by the board of directors) exceed the purchase price paid by him.

“Redemption Date” will mean the date fixed by the board of directors for the redemption of any shares of stock of Holdings.

“Redemption Securities” will mean any debt or equity securities of Holdings, any subsidiary of Holdings or any other corporation or other entity, or any combination thereof, having such terms and conditions as will be approved by the board of directors and which, together with any cash to be paid as part of the redemption price, in the opinion of any nationally recognized investment banking firm selected by the board of directors (which may be a firm which provides other investment banking, brokerage or other services to Holdings), has a value, at the time notice of redemption is given, at least equal to the Fair Market Value of the shares to be redeemed (assuming, in the case of Redemption Securities to be publicly traded, such Redemption Securities were fully distributed and subject only to normal trading activity).

COMPARISON OF SHAREHOLDER RIGHTS

Clear Channel is incorporated under the laws of the State of Texas and the rights, preferences and privileges of shares of Clear Channel common stock are governed by Texas law, Clear Channel’s restated Articles of Incorporation, as amended (“Clear Channel’s Articles of Incorporation”) and Clear Channel’s Seventh Amended and

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Restated Bylaws, as amended (“Clear Channel’s Bylaws”). Holders of shares of Clear Channel common stock who elect to receive the Stock Consideration will receive shares of Holdings Class A common stock. Holdings is incorporated under the laws of the State of Delaware and the rights, preferences and privileges of its stockholders are be governed by Delaware law, Holdings’ third amended and restated certificate of incorporation and Holdings’ amended and restated bylaws. The material differences between the rights of holders of shares of Holdings Class A common stock and the rights of holders of shares of Clear Channel common stock, which result from differences in Delaware and Texas law and the governing documents of the two companies, are summarized below.

The following summary does not purport to be a complete statement of the rights of holders of shares of Holdings common stock under applicable Delaware law, Holdings’ third amended and restated certificate of incorporation and Holdings’ amended and restated bylaws or a comprehensive comparison with the rights of the holders of shares of Clear Channel common stock under Texas law, Clear Channel’s Articles of Incorporation, and Clear Channel’s Bylaws, or a complete description of the specific provisions referred to in this proxy statement/prospectus. The identification of specific differences is not meant to indicate that other equally or more significant differences do not exist. This summary is qualified in its entirety by reference to the DGCL, the Texas Business Corporation Act (“TBCA”), the Texas Miscellaneous Corporation Laws Act (“TMCLA”) and the governing corporate documents of Holdings and Clear Channel, to which holders of shares of Clear Channel common stock are referred.

Certain differences between the DGCL and the TBCA or TMCLA, as well as a description of the corresponding provisions contained in Holdings’ and Clear Channel’s respective charter and bylaws, as such differences may affect the rights of shareholders, are set forth below. The following summary does not purport to be complete and is qualified in its entirety by the TBCA, TMCLA and the DGCL and applicable charter and bylaw provisions.

Merger

The DGCL § 251(b), (c), and (f) require approval of the board of directors and the affirmative vote of a majority of the outstanding stock entitled to vote on a merger in order to effect that merger. Unless required by its certificate of incorporation, no shareholder vote is required of a corporation surviving a merger if (1) such corporation’s certificate of incorporation is not amended by the merger; (2) each share of stock of such corporation will be an identical share of the surviving corporation after the merger; and (3) either no shares are to be issued by the surviving corporation or the number of shares to be issued in the merger does not exceed 20% of such corporation’s outstanding common stock immediately before the effective date of the merger.

The TBCA § 5.03(E) requires the affirmative vote of the holders of at least two-thirds of the shares entitled to vote to approve a merger, or if any class of shares is entitled to vote as a class on the approval of a merger, the affirmative vote of the holders of at least two-thirds of the shares in each such class entitled to vote as a class and the affirmative vote of the holders of at least two-thirds of the shares otherwise entitled to vote. Similar voting requirements apply for share exchanges or conversions. The TBCA does not require a vote by the shareholders on a plan of merger if: (1) the corporation is the sole surviving corporation in the merger; (2) the articles of incorporation of the surviving corporation will not differ from its articles of incorporation before the merger; (3) each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations and relative rights immediately after the merger; (4) the voting power of the number of voting shares outstanding immediately after the merger, plus the voting power of the number of voting shares issuable as a result of the merger, will not exceed by more than 20% the voting power of the total number of voting shares of the surviving corporation outstanding immediately before the merger; (5) the number of participating shares outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger, will not exceed by more than 20% the total number of participating shares of the corporation outstanding immediately before the merger; and (6) the board of directors of the corporation adopts a resolution approving the plan of merger.

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Voting on Sale of Assets

Under DGCL § 271(a), a corporation may not sell all or substantially all of its assets unless the proposed sale is authorized by a majority of the outstanding shares of voting stock of the corporation. Holdings’ third amended and restated certificate of incorporation does not provide for a different vote than that required by Delaware law.

Under TBCA § 5.10(A)(4), there is a requirement for the affirmative vote of the holders of at least two-thirds of the shares entitled to vote to approve the sale, lease, exchange or other disposition of all or substantially all the corporation’s assets if other than in the usual and regular course of business, or if any class of shares is entitled to vote as a class on the approval of the sale, lease, exchange or other disposition of all or substantially all the corporation’s assets, the vote required for approval of such transaction is the affirmative vote of the holders of at least two-thirds of the shares in each such class and the affirmative vote of the holders of at least two-thirds of the shares otherwise entitled to vote. The TBCA § 5.09(A) does not require shareholder approval of a sale of assets in the usual and regular course of business unless otherwise specified in the articles of incorporation. Under TBCA § 5.09(B), a sale of assets is deemed to be in the usual and regular course of business if the corporation will, directly or indirectly, either continue to engage in one or more businesses or apply a portion of the consideration received in connection with the transaction to the conduct of a business in which it engages after the transaction. Clear Channel’s Articles of Incorporation do not provide for a different vote than required by Texas law.

Antitakeover Provisions

DGCL § 203 generally prohibits business combinations, including mergers, sales and leases of assets, issuances of securities and similar transactions by a corporation or a subsidiary with an interested shareholder (defined as including the beneficial owner of 15 percent or more of a corporation’s voting shares), within three years after the person or entity becomes an interested shareholder, unless:

•

the board of directors has approved, before the acquisition date, either the business combination or the transaction that resulted in the person becoming an interested shareholder;

•

upon completion of the transaction that resulted in the person becoming an interested shareholder, the person owns at least 85 percent of the corporation’s voting shares, excluding shares owned by directors who are officers and shares owned by employee stock plans in which participants do not have the right to determine confidentially whether shares will be tendered in a tender or exchange offer; or

•

after the person or entity becomes an interested shareholder, the business combination is approved by the board of directors and authorized by the vote of at least 66 2/3% of the outstanding voting shares not owned by the interested shareholder at an annual or special meeting of shareholders and not by written consent.

Holdings’ third amended and restated certificate of incorporation expressly states that Holdings will not be governed by DGCL § 203.

The TBCA § 13.03 provides that a Texas corporation with 100 or more shareholders may not engage in certain business combinations, including mergers, consolidations and asset sales, with a person, or an affiliate or associate of such person, who is an “affiliated shareholder” (generally defined as the holder of 20% or more of the corporation’s voting shares) for a period of three years from the date such person became an affiliated shareholder unless:

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the business combination or purchase or acquisition of shares made by the affiliated shareholder was approved by the board of directors of the corporation before the affiliated shareholder became an affiliated shareholder, or

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the business combination was approved by the affirmative vote of the holders of at least two-thirds of the outstanding voting shares of the corporation not beneficially owned by the affiliated shareholder or an affiliate or associate of the affiliated shareholder, at a meeting of shareholders called for that purpose (and not by written consent), not less than six months after the affiliated shareholder became an affiliated shareholder.

A Texas corporation may elect to opt out of these provisions. Clear Channel has not made such an election.

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Amendment of Certificate of Incorporation

Under DGCL § 242(b), after a corporation has received payment for its capital stock, amendments to a corporation’s certificate of incorporation must be approved by a resolution of the board of directors declaring the advisability of the amendment, and by the affirmative vote of a majority of the outstanding shares entitled to vote. If an amendment would increase or decrease the number of authorized shares of such class, increase or decrease the par value of the shares of such class or alter or change the powers, preferences or other special rights of a class of outstanding shares so as to affect the class adversely, then a majority of shares of that class also must approve the amendment. The DGCL also permits a corporation to make provision in its certificate of incorporation requiring a greater proportion of voting power to approve a specified amendment. Holdings’ third amended and restated certificate of incorporation provides that Holdings will not amend its third amended and restated certificate of incorporation in a manner that would alter or change the powers, preferences or special rights of the Class A common stock in a manner that would not so affect all classes of common stock of Holdings without the consent of holders of a majority of the then-outstanding shares of Class A common stock.

Under TBCA § 4.02(A)(3), the Articles of Incorporation of Clear Channel may be amended only if the proposed amendment receives the affirmative vote of the holders of at least two-thirds of the outstanding shares of voting stock of Clear Channel entitled to vote on the amendment or the affirmative vote of the holders of at least two-thirds of the outstanding shares of each class that are entitled to vote as a class on the amendment and of the total outstanding shares entitled to vote on the amendment.

Amendment of Bylaws

Under DGCL § 109, the power to adopt, amend or repeal a corporation’s bylaws resides with the shareholders entitled to vote on the bylaws, and with the directors of such corporation if such power is conferred upon the board of directors by the certificate of incorporation. Holdings’ third amended and restated certificate of incorporation provides that Holdings’ amended and restated bylaws may be amended by the board of directors of Holdings.

Under TBCA § 2.23(B) and Clear Channel’s Bylaws, the board of directors of Clear Channel may alter, amend or repeal Clear Channel’s Bylaws without shareholder approval, although bylaws made by Clear Channel’s board of directors, and the power conferred upon the board of directors to amend such bylaws, may be altered or repealed by a two-thirds vote by the shareholders.

Appraisal Rights

Under DGCL § 262, shareholders have appraisal rights when they hold their shares in the corporation through the effective date of a merger or consolidation, have not voted in favor of the merger or consolidation, and the corporation’s shares are not listed on a national securities exchange or held by more than 2,000 holders.

Under TBCA § 5.11, a shareholder generally has the right to dissent from any merger to which the corporation is a party, from any sale of all or substantially all assets of the corporation, or from any plan of exchange and to receive fair value for his or her shares. However, dissenters’ rights are not available with respect to a plan of merger in which there is a single surviving corporation, or with respect to any plan of exchange, if (i) the shares held by the shareholder are part of a class or series, shares of which are listed on a national securities exchange or held of record by not less than 2,000 holders on the record date fixed to determine the shareholders entitled to vote on the plan of merger or the plan of exchange, (ii) 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) to be provided to any other holder of shares of the same class or series held by such shareholder, and (iii) the shareholder is not required by the terms of the plan of merger or plan of exchange to accept for his or her shares any consideration other than (a) shares of a corporation that, immediately after the effective time of the merger or exchange, will be part of a class or series of shares that are (1) listed, or authorized for listing upon official notice of issuance, on a national securities exchange, (2) approved for quotation on the NASDAQ National Market System, or (3) held of record by not less than 2,000 holders, and (b) cash in lieu of fractional shares otherwise entitled to be received. As such, the holders of shares of Clear Channel common stock are entitled to appraisal rights in connection with the merger.

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Special Meetings

Under DGCL § 211(d), shareholders of Delaware corporations do not have a right to call special meetings unless such right is conferred upon the shareholders in the corporation’s certificate of incorporation or bylaws. Holdings’ Bylaws allow special meetings to be called at any time pursuant to a resolution of the board of directors.

Under TBCA § 2.24(C), special meetings of the shareholders may be called by the board of directors, the president, others permitted by the articles of incorporation or bylaws, or holders of at least 10% of the shares entitled to vote at the meeting. Clear Channel’s Bylaws provide that special meetings of the shareholders may be called by the chairman of the board, the chief executive officer, the president, the board of directors, or the holders of not less than three-tenths of all the shares entitled to vote at the meetings.

Actions Without a Meeting

Under DGCL § 228, any action by a corporation’s shareholders must be taken at a meeting of such shareholders, unless a consent in writing setting forth the action so taken is signed by the shareholders having not less than the minimum number of votes necessary to authorize or take such action at a meeting at which all shares entitled to vote on the action were present and voted. Both Holdings’ third amended and restated certificate of incorporation and Holdings’ amended and restated bylaws are consistent with the requirements of Delaware law. In addition, Holdings’ third amended and restated certificate of incorporation provides that from and after the effective time of the merger, for so long as any Class A common stock is outstanding, any action that is taken without a meeting but by written consent of the shareholders will become effective on the tenth business day after public announcement by Holdings of the adoption of the consent.

Under TBCA § 9.10(A)(1), any action required to be taken at an annual or special meeting of shareholders may be taken without a meeting if all shareholders entitled to vote with respect to the action consent in writing to such action or, if the corporation’s articles of incorporation so provide, if a consent in writing is signed by holders of shares having not less than the minimum number of votes necessary to take such action at a meeting at which holders of all shares entitled to vote on the action were present and voted. Clear Channel’s Articles of Incorporation are consistent with the TBCA, and Clear Channel’s Bylaws provide for shareholder action by written consent if signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Nomination of Director Candidates by Shareholders

Holdings’ Bylaws establish procedures that shareholders must follow to nominate persons for election to Holdings’ board of directors. The nomination for election to the board of directors may be made pursuant to the notice of meeting, by or at the direction of the board of directors, or by any shareholder of the corporation who was entitled to vote at such meeting.

Clear Channel’s Articles of Incorporation do not contain provisions regarding the nomination of directors. Clear Channel’s Bylaws provide that shareholders who are shareholders of record at the time notice of the meeting is given, are entitled to vote at the meeting, and have complied with the notice procedures in Clear Channel’s Bylaws are able to nominate persons to the board of directors at an annual meeting.

Number of Directors

The DGCL § 141(b) permits the Articles of Incorporation or the Bylaws of a corporation to govern the number of directors. However, if the Articles of Incorporation fix the number of directors, such number may not be changed without amending the Articles of Incorporation. The Holdings’ Bylaws allow for five or more directors to serve.

The TBCA § 2.32(A) permits the Articles of Incorporation or the Bylaws of a corporation to govern the number of directors. Clear Channel’s Bylaws authorize up to fourteen (14) members of the board of directors. There are currently 11 directors serving on Clear Channel board of directors.

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Election of Directors

The DGCL § 216(3) provides that, unless the certificate of incorporation or the bylaws specify otherwise, a corporation’s directors are elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Under DGCL § 214, a corporation’s certificate of incorporation may provide that shareholders of a corporation can elect directors by cumulative voting. DGCL § 141(d) permits, but does not require, a classified board of directors, divided into as many as three classes. Holdings’ third amended and restated certificate of incorporation allows holders of Class A common stock, from and after the effective time of the merger, to elect at least two independent directors and holders of Class A and Class B common stock to elect the remaining directors.

The TBCA § 2.32(B) provides that the holders of any class or series of shares can elect one or more directors as described in the articles of incorporation. Clear Channel’s Articles of Incorporation entitle its shareholders to vote at each election of directors, to vote in person or by proxy the number of shares owned by such shareholder for as many persons as there are directors to be elected and for whose election such shareholder has the right to vote. In contested elections, Clear Channel’s Bylaws entitle its shareholders to elect directors by the vote of a plurality of the votes cast. In uncontested elections, Clear Channel’s Bylaws provide that a director must be elected by a majority of the votes cast at such meeting. If a nominee for director who is an incumbent director is not elected and no successor is elected at the meeting, such incumbent director will tender his or her resignation to the board of directors. The nominating and governing committee will make a recommendation to the board of directors as to whether to accept or reject the tendered resignation. Both Clear Channel’s Articles of Incorporation and Bylaws prohibit cumulative voting.

Vacancies

Under DGCL § 223(a)(1), a majority of the directors then in office (even though less than a quorum) may fill vacancies and newly-created directorships. However, DGCL § 223(c) provides that if the directors then in office constitute less than a majority of the whole board, the Court of Chancery may, upon application of any shareholder or shareholders holding at least 10% of the total number of shares at the time outstanding and entitled to vote for directors, order an election to be held to fill any such vacancy or newly created directorship. Holdings’ third amended and restated certificate of incorporation provides that any vacancy created as a result of the removal of any independent director elected by the holders of Class A common stock may only be filled by the vote of the holders of Class A common stock at a special meeting of the shareholders and that Holdings will use reasonable efforts to call such meeting. Otherwise, Holdings’ Bylaws allow for a majority of the directors then in office to elect additional directors to fill the vacancies.

Under TBCA § 2.34, the shareholders or a majority of the remaining directors may fill any vacancy occurring in the board of directors. A directorship to be filled by reason of an increase in the number of directors may be filled by the shareholders or by the board of directors for a term of office continuing only until the next election of one or more directors by the shareholders. However, the board of directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders. Clear Channel’s Bylaws provide that a majority of directors then in office may choose a successor.

Limitation of Liability of Directors

The DGCL § 102(b)(7) provides that a corporation may limit or eliminate a director’s personal liability for monetary damages to the corporation or its shareholders for breach of fiduciary duty as a director, except for liability for:

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any breach of the director’s duty of loyalty to such corporation or its shareholders;

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acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

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willful or negligent violation of provisions of the DGCL governing payment of dividends and stock purchases or redemptions;

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for any transaction from which the director derived an improper personal benefit; or

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any act or omission before the adoption of such a provision in the certificate of incorporation.

Holdings third amended and restated certificate of incorporation provides that a director shall not be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director.

Under the TMCLA § 1302-7.06(B), a corporation’s articles of incorporation may eliminate all monetary liability of each director to the corporation or its shareholders for acts or omissions in the director’s capacity as a director other than conduct specifically excluded from protection. Texas law does not permit any limitation of liability of a director for:

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breaching the duty of loyalty to the corporation or its shareholders;

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an act or omission not in good faith that constitutes a breach of duty of the director to the corporation or an act or omission that involves intentional misconduct or a knowing violation of law;

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a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office; or

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an act or omission for which the liability of a director is expressly provided by an applicable statute.

Clear Channel’s Articles of Incorporation provide for the limitation of liability of its directors, except for acts related to an unlawful stock repurchase or payment of a dividend or as prohibited by the TMCLA.

Indemnification of Officers and Directors

The DGCL § 145(b) permits Holdings to indemnify its officers, directors and other agents to substantially the same extent that the Texas statute permits Clear Channel to indemnify its directors, except that (1) a director need not have reasonably believed that his conduct was in the best interests of Holdings so long as he believed his conduct to be not opposed to the best interests of Holdings and (2) no indemnification may be provided to any person in respect of any matter as to which he has been adjudged liable to Holdings, except to the extent that the Delaware Chancery Court or the court in which the matter was brought determines such person is fairly and reasonably entitled to indemnification and then only for such expenses as the court deems proper.

The DGCL § 145(e) permits Holdings to pay expenses of a director or officer in advance of a final disposition of a proceeding if the director or officer provides Holdings with an undertaking to repay such expenses if it is ultimately determined that he is not entitled to be indemnified. Holdings also is permitted to pay expenses incurred by other employees and agents upon such terms and conditions, if any, as the Holdings board of directors deems appropriate.

Both TBCA § 2.02-1 and DGCL § 145 currently provide that a corporation is required to indemnify any director or officer of the corporation who has been or is threatened to be made a party to a legal proceeding by reason of his service to the corporation if the director or officer is successful on the merits or otherwise in the defense of such proceeding. In addition, both Texas and Delaware law currently permit a corporation to purchase and maintain on behalf of its directors and officers insurance with respect to any liability asserted against or incurred by such persons, whether or not the corporation would have the power under applicable law to indemnify such persons.

Under current Delaware law, Holdings may be permitted to indemnify its directors against some liabilities for which indemnification is not permitted under Texas law. To the extent that the Delaware statute is construed to permit indemnification of directors under circumstances in which indemnification is not permitted by Texas law, the adoption by Holdings of the Bylaw that obligates Holdings to indemnify its directors to the fullest extent permitted by Delaware law may represent a conflict of interest for the directors of Clear Channel and may operate to their benefit at the expense of Clear Channel.

The SEC has expressed its opinion that indemnification of directors, officers and controlling persons against liabilities arising under the Securities Act of 1933 is against public policy and, therefore, is unenforceable.

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The TBCA § 2.02-1(B) currently permits Clear Channel to indemnify any person who has been or is threatened to be made a party to a legal proceeding because he is or was a director of Clear Channel, or because he served at the request of Clear Channel as a principal of another business or employee benefit plan, against any judgments, penalties, fines, settlements and reasonable expenses actually incurred by him in connection with the proceeding. However, Clear Channel may not indemnify a director in reliance on this statute unless the director (1) conducted himself in good faith, (2) reasonably believed that his conduct was in the best interests of Clear Channel or, in the case of action not taken in his official capacity, was not opposed to the best interests of Clear Channel, and (3) in the case of a criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. Clear Channel also may not indemnify a director in reliance on this statute for judgments or settlements if the director has been found liable to Clear Channel or is found to have received an improper personal benefit.

The TBCA § 2.02-1 permits Clear Channel to pay reasonable expenses of a director in advance of the final disposition of a proceeding for which indemnification may be provided on the condition that Clear Channel first receives (1) a written affirmation by the director of his good faith belief that he has met the standard of conduct necessary for indemnification and (2) a written undertaking by or on behalf of the director that he will repay such expenses if it is ultimately determined that he is not entitled to be indemnified. This statute also permits Clear Channel to indemnify and advance expenses to its officers, employees and other agents to the same extent that it allows for directors.

Clear Channel’s Articles of Incorporation and Bylaws authorize indemnification of officers, directors and others to the fullest extent authorized or permitted by applicable law.

Removal of Directors

Under DGCL § 141(k), a majority of shareholders of a Delaware corporation may remove a director with or without cause, unless the directors are classified and elected for staggered terms, in which case, directors may be removed only for cause. Holdings’ third amended and restated certificate of incorporation is consistent with Delaware law.

Under TBCA § 2.32(C), except as otherwise provided by the articles of incorporation or bylaws , at any meeting of shareholders called expressly for that purpose, the holders of a majority of the shares then entitled to vote at an election of directors may vote to remove any director or the entire board of directors, with or without cause. Clear Channel’s Bylaws provide that a director may be removed for cause at any special meeting of shareholders by the affirmative vote of at least two-thirds of the outstanding shares then entitled to vote at such meeting.

Dividends and Repurchases of Shares

The DGCL § 170(a) permits a corporation to declare and pay dividends out of surplus or if there is no surplus, out of net profits for the fiscal year as long as the amount of capital of the corporation after the declaration and payment of the dividend is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having preference upon the distribution of assets. In addition, the DGCL § 160(a)(1) generally provides that a corporation may redeem or repurchase its shares only if the capital of the corporation is not impaired and such redemption or repurchase would not impair the capital of the corporation. Holders of Holdings’ common stock are entitled to receive dividends ratably when, as declared by the board of directors out of funds legally available for payment of dividends.

The TBCA § 2.38 provides that the board of directors of a corporation may authorize and the corporation may make distributions; provided, that a distribution may not be made if (1) after giving effect to the distribution, the corporation would be insolvent or (2) the distribution exceeds the surplus of the corporation. However, if the net assets of a corporation are not less than the amount of the proposed distribution, the corporation may make a distribution involving a purchase or redemption of any of its own shares if the purchase or redemption is made by the corporation to (1) eliminate fractional shares, (2) collect or compromise indebtedness owed by or to the corporation, (3) pay dissenting shareholders entitled to payment for their shares under the TBCA or (4) effect the purchase or redemption of redeemable shares in accordance with the TBCA. Clear Channel’s Articles of Incorporation and Bylaws provide that dividends may be declared by the board of directors at any annual, regular or special meeting.

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Preemptive Rights

Both Delaware and Texas law do not require shareholders to have preemptive rights. Neither Holdings’ nor Clear Channel’s shareholders possess preemptive rights.

Inspection of Books and Records

Under DGCL § 220(b), any shareholder of a Delaware corporation making a proper written demand may inspect the stock ledger, the list of shareholders and any other corporate books and records for any purpose reasonably related to the shareholder’s interest as a shareholder.

Under TBCA § 2.44(C), any shareholder who holds at least 5% of all of the outstanding shares of a corporation or that has held its shares for at least six months has the right, upon proper written demand, to examine at any reasonable time, for any proper purpose, the relevant books and records of account, minutes and share transfer records of the corporation.

DISSENTERS’ RIGHTS OF APPRAISAL

Under the TBCA, you have the right to demand appraisal in connection with the merger and to receive, in lieu of the Merger Consideration, payment in cash for the fair value of your shares of Clear Channel common stock as determined in a Texas state court proceeding. Clear Channel’s shareholders electing to exercise appraisal rights must comply with the provisions of Articles 5.11-5.13 of the TBCA in order to perfect their rights. Clear Channel will require strict compliance with the statutory procedures.

The following is intended as a brief summary of the material provisions of the Texas statutory procedures required to be followed by a shareholder in order to demand and perfect appraisal rights. This summary, however, is not a complete statement of all applicable requirements and is qualified in its entirety by reference to Articles 5.11-5.13 of the TBCA, the full text of which appears in Annex H to this proxy statement/prospectus.

This proxy statement/prospectus constitutes Clear Channel’s notice to its shareholders of the availability of appraisal rights in connection with the merger in compliance with the requirements of Articles 5.11-5.13. If you wish to consider exercising your appraisal rights, you should carefully review the text of Articles 5.11-5.13 contained in Annex H since failure to timely and properly comply with the requirements of Articles 5.11-5.13 will result in the loss of your appraisal rights under Texas law.

If you elect to demand appraisal of your shares, you must satisfy each of the following conditions:

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Prior to the special meeting you must deliver to Clear Channel a written objection to the merger stating your intention to exercise your right to dissent in the event that the merger is effected and setting forth the address to which notice shall be delivered or mailed in that event.

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This written objection must be in addition to and separate from any proxy or vote abstaining from or voting against the approval and adoption of the merger agreement. Voting against or failing to vote for the approval and adoption of the merger agreement by itself does not constitute a demand for appraisal within the meaning of Article 5.12.

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You must not vote in favor of the approval and adoption of the merger agreement. A vote in favor of the approval and adoption of the merger agreement, by proxy or in person, will constitute a waiver of your appraisal rights in respect of the shares so voted and will nullify any previously filed written demands for appraisal. Failing to vote against approval and adoption of the merger agreement will not constitute a waiver of your appraisal rights.

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You must continuously hold your shares through the effective time of the merger. Your rights as a dissenting shareholder will cease upon any transfer of your shares, and such rights may be acquired by a transferee in accordance with Article 5.13.

If you fail to comply with any of these conditions and the merger is completed, you will be entitled to receive the cash payment for your shares of Clear Channel common stock as provided for in the merger agreement if you are

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the holder of record at the effective time of the merger, but you will have no appraisal rights with respect to your shares of Clear Channel common stock. A proxy card which is signed and does not contain voting instructions will, unless revoked, be voted “FOR” the approval and adoption of the merger agreement and will constitute a waiver of your right of appraisal and will nullify any previous written demand for appraisal.

All written objections should be addressed to Clear Channel’s Secretary at 200 East Basse Road, San Antonio Texas, 78209, and should be executed by, or on behalf of, the record holder of the shares in respect of which appraisal is being demanded. The written objection must reasonably inform Clear Channel of the identity of the shareholder and the intention of the shareholder to demand appraisal of his, her or its shares.

To be effective, a written objection by a holder of Clear Channel common stock must be made by or on behalf of the shareholder of record. The written objection should set forth, fully and correctly, the shareholder of record’s name as it appears on his or her stock certificate(s) and should specify the holder’s mailing address and the number of shares registered in the holder’s name. The written objection must state that the person intends to exercise such person’s right to dissent if the merger is effected. Beneficial owners who do not also hold the shares of record may not directly make appraisal demands to Clear Channel. The beneficial holder must, in such cases, have the record owner submit the required demand in respect of those shares. If shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a written objection should be made in that capacity; and if the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the written objection should be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the written objection for appraisal for a shareholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the written objection, he or she is acting as agent for the record owner. A record owner, such as a broker, who holds shares as a nominee for others, may exercise his or her right of appraisal with respect to the shares held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written objection should state the number of shares as to which appraisal is sought. Where no number of shares is expressly mentioned, the written objection will be presumed to cover all shares held in the name of the record owner.

If you hold your shares of Clear Channel common stock in a brokerage account or in other nominee form and you wish to exercise appraisal rights, you should consult with your broker or the other nominee to determine the appropriate procedures for the making of a demand for appraisal by the nominee.

Within ten days after the effective time of the merger, the surviving corporation must give written notice that the merger has become effective to each Clear Channel shareholder who has properly filed a written objection and who did not vote in favor of the merger agreement. Each shareholder who has properly filed a written objection has ten days from the delivery or mailing of the notice to make written demand for payment of the fair value for the shareholder’s shares. The written demand must state the number of shares owned by the shareholder and the fair value of the shares as estimated by the shareholder. Any shareholder who fails to make written demand within ten days of the delivery or mailing of the notice from the surviving corporation that the merger has become effective will not be entitled to any appraisal rights. Any shareholder making a written demand for payment must submit to the surviving corporation for notation any certificated shares held by that shareholder which are subject to the demand within 20 days after making the written demand. The failure by any shareholder making a written demand to submit its certificates may result in the termination of the shareholder’s appraisal rights.

Clear Channel has 20 days after its receipt of a demand for payment to provide notice that the surviving corporation (i) accepts the amount claimed in the written demand and agrees to pay the amount claimed within 90 days from effective time of the merger, or (ii) offers to pay its estimated fair value of the shares within 90 days after the effective time of the merger.

If, within 60 days after the effective time of the merger, the surviving corporation and a shareholder who has delivered written demand in accordance with Article 5.12 reach agreement as to the fair value of the shares, payment therefor will be made within 90 days after the date on which the merger 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 dissenting shareholder will cease to have any interest in the shares or in Clear Channel.

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If, within 60 days after the effective time of the merger, the surviving corporation and a shareholder who has delivered written demand in accordance with Article 5.12 do not reach agreement as to the fair value of the shares, either the surviving corporation or the shareholder may, within 60 days after the expiration of the 60 day period, file a petition in any court of competent jurisdiction in the county in which the principal office of the surviving corporation is located, with a copy served on the surviving corporation in the case of a petition filed by a shareholder, demanding a determination of the fair value of the shareholder’s shares. The surviving corporation has no obligation and has no present intention to file such a petition if there are objecting shareholders. Accordingly, it is the obligation of Clear Channel’s shareholders to initiate all necessary action to perfect their appraisal rights in respect of shares of Clear Channel common stock within the time prescribed in Article 5.12. The failure of a shareholder to file such a petition within the period specified could nullify the shareholder’s previously written demand for appraisal.

If a petition for appraisal is duly filed by a shareholder and a copy of the petition is delivered to the surviving corporation, the surviving corporation will then be obligated, within ten days after receiving service of a copy of the petition, to provide the office of the clerk of the court in which the petition was filed with a list containing the names and addresses of all shareholders who have demanded an appraisal of their shares and with whom agreements as to the value of their shares have not been reached.

After notice to dissenting shareholders, the court will conduct a hearing upon the petition, and determine those shareholders who have complied with Article 5.12 and who have become entitled to the valuation of and payment for their shares.

After determination of the shareholders entitled to valuation of and payment for their shares of Clear Channel common stock, the court will appoint one or more qualified appraisers to determine the value. The appraisers will determine the fair value of the shares held by the dissenting shareholders adjudged by the court to be entitled to payment and will file their report of the value in the office of the clerk of the court. The court will determine the fair value of the shares held by the dissenting shareholders entitled to payment therefor and will direct the payment of that value by the surviving corporation in the merger, together with interest thereon, beginning 91 days after the date on which the merger was effected to the date of such judgment, to the dissenting shareholders entitled thereto. Such judgment shall be payable immediately to the holders of uncertificated shares and upon surrender by holders of the certificates representing shares.

The fair value of any dissenting shares will be the value thereof as of the day immediately preceding the special meeting at which the merger agreement is voted on, excluding any appreciation or depreciation in anticipation of the merger. You should be aware that the fair value of your shares as determined under Article 5.12 could be more, the same, or less than the value that you are entitled to receive under the terms of the merger agreement.

Costs of the appraisal proceeding may be imposed upon the surviving corporation and the shareholders participating in the appraisal proceeding by the court as the court deems equitable in the circumstances. Any shareholder who had demanded appraisal rights will not thereafter be entitled to vote shares subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares; however, if no petition for appraisal is filed within 120 days after the effective time of the merger, or if the shareholder delivers a written withdrawal of such shareholder’s demand for appraisal prior to the filing of a petition for appraisal, then the right of that shareholder to appraisal will cease and that shareholder will be entitled to receive the cash payment for shares of his, her or its Clear Channel common stock pursuant to the merger agreement. Any withdrawal of a demand for appraisal made after the filing of a petition for appraisal may only be made with the written approval of the surviving corporation.

In the absence of fraud in the transaction, the remedy provided by the provisions of the TBCA relating to dissenters’ rights to a shareholder objecting to the merger is the exclusive remedy for the recovery of the value of such shareholder’s shares or money damages to such shareholder with respect to the merger. If Clear Channel complies with the requirements of Articles 5.11-5.13, any dissenting shareholder who fails to comply with the requirements of the provisions of the TBCA relating to dissenters’ rights will not be entitled to bring suit for the recovery of the value of such shareholder’s shares or money damages to such shareholder with respect to the merger. In view of the complexity of Articles 5.11-5.13, Clear Channel’s shareholders who may wish to dissent from the merger and pursue appraisal rights should consult their legal advisors.

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LEGAL MATTERS

The validity of Holdings Class A common stock offered hereby will be passed upon by Ropes & Gray LLP, Boston, Massachusetts. Clear Channel has been represented by Akin Gump Strauss Hauer & Feld LLP, Los Angeles, California.

Ropes & Gray LLP, counsel for Holdings, has delivered an opinion to Holdings stating that the section entitled “Material United States Federal Income Tax Consequences,” insofar as it relates to matters of United States federal income tax law, is accurate in all material respects. Ropes & Gray LLP and some partners of Ropes & Gray LLP are members of RGIP LLC, which is an investor in certain investment funds associated with Bain Capital, LLC and Thomas H. Lee Partners, LP and often a co-investor with such funds. Upon consummation of the transaction, RGIP will indirectly own equity interests of Holdings representing less than 1% of the outstanding equity interests of Holdings.

EXPERTS

The consolidated financial statements of Clear Channel appearing in Clear Channel’s Annual Report (Form 10-K) for the year ended December 31, 2007 (including the schedule appearing therein), have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

OTHER MATTERS

Other Business at the Special Meeting

Clear Channel’s management is not aware of any matters to be presented for action at the special meeting other than those set forth in this proxy statement/prospectus. However, should any other business properly come before the special meeting, or any adjournment or postponement thereof, the enclosed proxy confers upon the persons entitled to vote the shares represented by such proxy, discretionary authority to vote the same in respect of any such other business in accordance with their best judgment in the interest of Clear Channel.

Multiple Shareholders Sharing One Address

In accordance with Rule 14a-3(e)(1) under the Exchange Act, one proxy statement/prospectus will be delivered to two or more shareholders who share an address, unless Clear Channel has received contrary instructions from one or more of the shareholders. Clear Channel will deliver promptly upon written or oral request a separate copy of the proxy statement/prospectus to a shareholder at a shared address to which a single copy of the proxy statement/prospectus was delivered. Requests for additional copies of the proxy statement/prospectus, and requests that in the future separate proxy statement/prospectus be sent to shareholders who share an address, should be directed by writing to Innisfree M&A Incorporated, at 501 Madison Avenue, 20th Floor, New York, NY 10022, or by calling (877) 456-3427 toll-free at (212) 750-5833. In addition, shareholders who share a single address but receive multiple copies of the proxy statement/prospectus may request that in the future they receive a single copy by contacting Clear Channel at the address and phone number set forth in the prior sentence.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

Clear Channel files annual, quarterly and current reports, proxy statement/prospectus and other information with the SEC. You may read and copy any reports, proxy statement/prospectus or other information that we file with the SEC at the following location of the SEC:

Public Reference Room 100 F Street, N.E. Washington, D.C. 20549

Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Clear Channel’s public filings are also available to the public from document retrieval services and the Internet website maintained by the SEC at www.sec.gov.

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Reports, this proxy statement/prospectus or other information concerning Clear Channel may also be inspected at the offices of the New York Stock Exchange at:

20 Broad Street

New York, NY 10005

Any person, including any beneficial owner, to whom this proxy statement/prospectus is delivered may request copies of reports, this proxy statement/prospectus or other information concerning us, without charge, by writing to Innisfree M&A Incorporated at 501 Madison Avenue, 20th Floor, New York, NY 10022, or by calling toll-free at (877) 456-3427. If you would like to request documents, please do so by July 17, 2008 in order to receive them before the special meeting.

The SEC allows us to “incorporate by reference” into this proxy statement/prospectus documents Clear Channel files with the SEC. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this proxy statement/prospectus, and later information that we file with the SEC will update and supersede that information. We incorporate by reference the documents listed below and any documents filed by Clear Channel pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement/prospectus and prior to the date of the special meeting:

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Clear Channel’s Annual Report on Form 10-K for the year ended December 31, 2007;

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Clear Channel’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008;

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Clear Channel’s Current Reports on Form 8-K filed January 4, 2008, February 15, 2008, March 20, 2008, March 28, 2008, March 31, 2008, May 9, 2008, May 14, 2008, May 23, 2008, May 29, 2008, May 30, 2008 and June 12, 2008; and

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Clear Channel’s proxy statement relating to its 2008 annual meeting of shareholders.

You may request a copy of these filings, at no cost, by writing or calling Clear Channel at the following address or telephone number: Investor Relations Department, Clear Channel Communications, Inc., 210-832-3315. Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this document.

No persons have been authorized to give any information or to make any representations other than those contained in this proxy statement/prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by Clear Channel or any other person. This proxy statement/prospectus is dated June 23, 2008. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date, and the mailing of this proxy statement/prospectus to shareholders shall not create any implication to the contrary.

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