Clear Channel Communications Announces Settlement of Litigation and Amended Merger Agreement with Private Equity Group Co-Sponsored by Thomas H. Lee Partners, L.P. and Bain Capital Partners, LLC

Business Wire, May 14, 2008

Shareholders Now Offered $36.00 Per Share in Cash in Deal Valued at $17.9 Billion

Shareholders May Still Elect to Invest in New Corporation Formed to Acquire Clear Channel

Board of Directors Unanimously Approves Settlement of Litigation and Amended Merger Agreement

New Special Meeting of Shareholders to Be Held

SAN ANTONIO -- Clear Channel Communications, Inc. (NYSE:CCU) today announced that the company, entities sponsored by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P., and a bank syndicate consisting of Citigroup, Deutsche Bank, Morgan Stanley, Credit Suisse, Royal Bank of Scotland and Wachovia, have entered into a settlement agreement in connection with the lawsuits previously filed in the Supreme Court of the State of New York and the State Court in Bexar County, Texas. Pursuant to the terms of the settlement agreement, the parties have agreed to enter into a third amendment to the previously-announced merger agreement. Under the terms of the merger agreement, as amended, Clear Channel shareholders will receive $36.00 in cash for each share they own.

As an alternative to receiving the $36.00 per share cash consideration, Clear Channel's shareholders will again be offered the opportunity on a purely voluntary basis to exchange some or all of their shares of Clear Channel common stock on a one-for-one basis for shares of Class A common stock in CC Media Holdings, Inc., the new corporation sponsored by the private equity group to acquire Clear Channel. In limited circumstances, shareholders electing to receive some or all cash consideration, on a pro rata basis, will be issued shares of CC Media Holdings Class A common stock in exchange for some of their shares of Clear Channel stock, up to a cap of $1.00 per share. Shareholders who elected to receive the stock consideration prior to the special meeting of shareholders held 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. While the merger is expected to close by the end of the third quarter 2008 pending shareholder approval, the parties to the settlement agreement have agreed to extend the outside date for completion of the merger to December 31, 2008.

As part of the settlement agreement, the banks in the syndicate supporting the transaction have entered into fully-negotiated and documented definitive agreements to provide long-term financing to Clear Channel. The banks, the private equity investors, Clear Channel, certain shareholders, and Bank of New York (serving as escrow agent) have entered into an Escrow Agreement pursuant to which the private equity investors and the banks have agreed to fund into escrow the total amount of their respective equity and debt obligations, in a combination of cash and/or letters of credit, within ten and seven business days, respectively. Certain shareholders also have agreed to deposit into escrow securities of Clear Channel that these parties have agreed to exchange for Class A common stock of CC Media Holdings. Following deposit of funds and other property into escrow, each party to the merger related litigation pending in New York and Texas will file all papers necessary to terminate the litigation, with prejudice.

The board of directors of Clear Channel has unanimously approved the amended merger agreement and recommends that the shareholders approve the amended merger agreement and the merger. The board of directors of Clear Channel makes no recommendation with respect to the voluntary stock election or the Class A common stock of the new corporation.

The total number of Clear Channel shares that may elect to receive shares in the new corporation will make up 30% of the new corporation's equity and is expected to be approximately 30 million. These shares would have a total value of approximately $1.1 billion (at the $36.00 per share cash consideration) and represent approximately 30% of the outstanding capital stock of the new corporation immediately following the closing of the merger. The terms of the merger agreement, as amended, provide that no shareholder will be allocated more than 11,111,112 shares representing an estimated 11% of the outstanding capital stock of the new corporation immediately following the closing of the merger.

If Clear Channel shareholders elect to receive more than the allocated number of shares of the Class A common stock of the new corporation, then the shares will be allocated to shareholders who elect to receive them on a pro-rata basis. Those Clear Channel shareholders electing to receive shares of the new corporation will receive $36.00 per share for any such Clear Channel shares that are not exchanged in this manner. The election process will occur in connection with the shareholder vote on the merger, and will be described fully in an updated proxy statement and prospectus that will be mailed to Clear Channel shareholders.

The merger agreement, as amended, which will require shareholder approval, includes provisions limiting the fees payable to the private equity group in the transaction, and requiring that the board of directors of the new corporation at all times include at least two independent directors.