257 clearchanne

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 16, 2006

CLEAR CHANNEL COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)

Texas
(State or Other Jurisdiction of Incorporation)

001-09645 74-1787539
(Commission File Number) (IRS Employer Identification No.)

200 East Basse Road
San Antonio, Texas 78209
(Address of Principal Executive Offices, Including 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 (17CFR240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

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Item 1.01. Entry into a Material Definitive Agreement
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
Item 7.01 Regulation FD Disclosure
Item 9.01 Financial Statements And Exhibits
SIGNATURE
INDEX TO EXHIBITS
Agreement and Plan of Merger
Second Amendment to Employment Agreement - L. Lowry Mays
Second Amendment to Employment Agreement - Mark P. Mays
Second Amendment to Employment Agreement - Randall T. Mays
Press Release

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INFORMATION TO BE INCLUDED IN THIS REPORT

Item 1.01. Entry into a Material Definitive Agreement.
On November 16, 2006, Clear Channel Communications, Inc., a Texas corporation (the “Company”), entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with BT Triple Crown Merger Co., Inc., a Texas corporation (“Mergerco”), B Triple Crown Finco, LLC, a
Delaware limited liability company, and T Triple Crown Finco, LLC, a Delaware limited liability company (together with B Triple Crown
Finco, LLC, the “Parents”). Pursuant to the terms of the Merger Agreement, Mergerco will be merged with and into the Company, and as a
result the Company will continue as the surviving corporation and a wholly owned subsidiary of the Parents (the “Merger”). The Parents are
owned by a consortium of private equity funds affiliated with Thomas H. Lee Partners, L.P. and Bain Capital Partners, LLC (collectively, the
“Sponsors”).
At the effective time of the Merger, each outstanding share of common stock of the Company (the “Common Stock”), other than shares owned
by the Company, the Parents, Mergerco, by 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 the surviving corporation, will be cancelled and converted
into the right to receive $37.60 in cash, without interest. If the Merger is not consummated by January 1, 2008, additional per share
consideration will come due to the shareholders of the Company on terms described more fully in the Merger Agreement.
The Merger Agreement contains a “go shop” provision pursuant to which the Company has the right to solicit and engage in discussions and
negotiations with respect to competing proposals through December 7, 2006. After that date, the Company may continue discussions until
January 5, 2007 with any party that has submitted an Excluded Competing Proposal, defined in the Merger Agreement as a bona fide written
proposal submitted during the “go-shop” period that the Board of Directors of the Company believes in good faith, after consultation with
advisors, constitutes or could reasonably be expected to lead to a “Superior Proposal” as defined in the Merger Agreement.
Except with respect to an Excluded Competing Proposal, after December 7, 2006 (and with respect to an Excluded Competing Proposal, after
January 5, 2007) the Company is subject to a “no-shop” restriction on its ability to solicit third-party proposals, provide information and engage
in discussions with third parties. The no-shop provision is subject to a “fiduciary-out” provision that allows the Company to provide
information and participate in discussions with respect to third party proposals submitted after December 7, 2006 and with respect to which the
Board of Directors believes in good faith to be bona fide, and determines in good faith after consultation with advisors constitutes a Superior
Proposal or could reasonably to be expected to result in a Superior Proposal.
The Company may terminate the Merger Agreement under certain circumstances, including if its Board of Directors determines in good faith
that it has received a Superior Proposal, and otherwise complies with certain terms of the Merger Agreement. In connection with that
termination, the Company must pay an aggregate fee of $500 million to the Parents, unless the termination is in connection with an Excluded
Competing Proposal, in which case the Company must pay an aggregate fee of $300 million to the Parents. In certain other circumstances, the
Merger Agreement provides for the Company to pay to Parents an aggregate fee of $500 million upon termination of the Merger Agreement,
and under certain circumstances, to reimburse the Parents for an amount not to exceed $45 million, in the aggregate, for transaction expenses
incurred by the Parents and Mergerco. The Company’s reimbursement of the Parents’ expenses would reduce the amount of any required
termination fee that becomes payable by the Company.
If the Company terminates the Merger Agreement due to the Parents’ failure to receive the requisite regulatory approvals prior to a specified
date and all of the other conditions to closing on that date have been satisfied, then Mergerco are required to pay an aggregate termination fee
equal to $600 million if the Parents have failed to undertake certain actions (including disposition of certain assets) in connection with
obtaining regulatory approval. Alternatively, if the Parents have satisfied such obligations, the Parents must pay an aggregate termination fee
equal to $300 million. In addition, if the Company terminates the Merger Agreement due to the Parents’ failure to effect

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the closing because of a failure to receive adequate proceeds from one or more of the financings contemplated by the financing commitments,
or if any of the Parents or Mergerco breaches the Merger Agreement, then the Parents are required to pay an aggregate termination fee to the
Company equal to $500 million. The Sponsors have severally agreed to guarantee their proportionate liability of the amounts payable by
Mergerco to the Company.
The Parents have obtained equity and debt financing commitments for the transactions contemplated by the Merger Agreement, the proceeds of
which will be sufficient for Parents to pay the aggregate merger consideration and all related fees and expenses of the transactions
contemplated by the Merger Agreement. Consummation of the Merger is not subject to a financing condition, but is subject to customary
conditions to closing, including the approval of the Company’s shareholders, and foreign and domestic regulatory clearance.
The foregoing summary of the Merger Agreement, and the transactions contemplated thereby, does not purport to be complete and is subject to,
and qualified in its entirety by, the full text of the Merger Agreement, which is attached as Exhibit 2.1 and incorporated herein by reference.
The Merger Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to
provide any other factual information about the Company. The representations, warranties and covenants contained in the Merger Agreement
were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, and
may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the
purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be
subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-
party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or condition of the Company, the Parents or Mergerco or any of their respective
subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date
of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Important Additional Information Regarding the Merger will be filed with the SEC:
In connection with the proposed Merger, the Company will file a proxy statement and other documents with the Securities and Exchange
Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT
BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE
PROPOSED MERGER. A definitive proxy statement will be sent to security holders of the Company seeking their approval of the transaction.
Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by the Company with
the SEC at the SEC’s website at http://www.sec.gov. The definitive proxy statement and other relevant documents may also be obtained free of
charge on the Company’s website at www.clearchannel.com or by directing a request to Clear Channel Communications, Inc., 200 East Basse
Road, San Antonio, Texas 78209, Attention: Investor Relations.
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of
the Company in connection with the proposed Merger. Information about the Company and its directors and executive officers and their
ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2006 Annual Meeting of Shareholders,
which was filed with the SEC on March 14, 2006. Shareholders and investors may obtain additional information regarding the interests of the
Company and its directors and executive officers in the Merger, which may be different than those of the Company’s shareholders generally,
by reading the proxy statement and other relevant documents regarding the Merger, which will be filed with the SEC.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
At the request of the Company’s disinterested directors, the Company has entered into second amendments to employment agreements (the
“Amended Employment Agreements”) with its Chairman of the Board, Chief Executive Officer/Chief Operating Officer, and President/Chief
Financial Officer. The employment agreements have principally been amended to provide that the consummation of the Merger discussed in
Item 1.01 above (or upon consummation of any transaction qualifying as a Superior Proposal as defined in the Merger Agreement) will not
create any rights to any severance payments provided in such agreements and to modify the severance provisions following consummation of
the Merger.
Effective upon consummation of the Merger, or a transaction qualifying as a Superior Proposal as defined in the Merger Agreement, the
Amended Employment Agreements for our Chief Executive Officer/Chief Operating Officer and our President/Chief Financial Officer have
been modified to provide that if such executive’s employment is terminated by Clear Channel without “Cause” or the executive resigns for
“Good Reason,” then that executive will 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 the executive’s 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) and three years’ continued benefits
for the executive, his spouse and dependents. As part of the amendment both our Chief Executive Officer/Chief Operating Officer and our
President/Chief Financial Officer have 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 common stock of the Company upon
termination.
Effective upon consummation of the Merger or a transaction qualifying as a Superior Proposal as defined in the Merger Agreement, the
Amended Employment Agreement for our Chairman has been modified to provide that, if his employment is terminated by Clear Channel
without “Cause” or the executive resigns for “Good Reason,” then that executive will receive a lump-sum cash payment equal to the base
salary, bonus and accrued vacation pay through the date of termination. As part of the amendment our Chairman relinquished any right to
severance payments, as well as the right to receive options to purchase 1,000,000 shares of common stock of the Company upon termination.
Copies of the Amended Employment Agreements referenced in this Item 5.02 are attached hereto as exhibits 10.1, 10.2 and 10.3 and are
incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.
On November 16, 2006, the Company issued a press release announcing the signing of the Merger Agreement, a copy of which is furnished as
Exhibit 99.1.
Forward –Looking Statements
This Current Report and the exhibits furnished herewith contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Those forward-looking statements
include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause
actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, (1) the
occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any
legal proceedings that may be instituted against Clear Channel and others following announcement of the merger agreement; (3) the inability to
complete the merger due to the failure to obtain shareholder approval or the failure to satisfy other conditions to completion of the merger,
including the receipt of shareholder approval and expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976; (4) the failure to obtain the necessary debt financing arrangements set forth in commitment letters received in connection with the
merger; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a
result of the merger; (6) the ability to recognize the benefits of the merger; (7) the amount of the costs, fees, expenses and charges related to the
merger and the actual terms of certain financings that will be obtained for the merger; and (8) the impact of the substantial indebtedness
incurred to finance the consummation of the merger; and other risks that are set forth in the “Risk Factors,” “Legal Proceedings” and
“Management Discussion and Analysis of Results of Operations and Financial Condition” sections of Clear Channel’s SEC filings. Many of
the factors that will determine the outcome of the subject matter of this press release are beyond Clear Channel’s ability to control or predict.
Clear Channel undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements,
whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements And Exhibits.

2.1 Agreement and Plan of Merger among BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco,
LLC and Clear Channel Communications, Inc., dated as of November 16, 2006.

10.1 Second Amendment to Employment Agreement, dated November 16, 2006, by and between L. Lowry Mays and Clear Channel
Communications, Inc.

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10.2 Second Amendment to Employment Agreement, dated November 16, 2006, by and between Mark P. Mays and Clear Channel

10.3 Second Amendment to Employment Agreement, dated November 16, 2006, by and between Randall T. Mays and Clear Channel

10.4 Amended and Restated Employment Agreement by and between Clear Channel Communications, Inc. and L. Lowry Mays dated
March 10 2005 (incorporated by reference to the exhibits to Clear Channel’s Annual Report on Form 10-K filed March 11,
2005).

10.5 Amended and Restated Employment Agreement by and between Clear Channel Communications, Inc. and Mark P. Mays dated
March 10, 2005 (incorporated by reference to the exhibits to Clear Channel’s Annual Report on Form 10-K filed March 11,
2005).

10.6 Amended and Restated Employment Agreement by and between Clear Channel Communications, Inc. and Randall T. Mays
dated March 10, 2005 (incorporated by reference to the exhibits to Clear Channel’s Annual Report on Form 10-K filed
March 11, 2005).

99.1 Press Release of Clear Channel Communications, Inc. issued November 16, 2006.

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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.


By: /s/ Herbert W. Hill
Date: November 16, 2006
Herbert W. Hill,
SVP Chief Accounting Officer

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INDEX TO EXHIBITS

2.1 Agreement and Plan of Merger among BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco,
LLC and Clear Channel Communications, Inc., dated as of November 16, 2006.

10.1 Second Amendment to Employment Agreement, dated November 16, 2006, by and between L. Lowry Mays and Clear Channel

10.2 Second Amendment to Employment Agreement, dated November 16, 2006, by and between Mark P. Mays and Clear Channel

10.3 Second Amendment to Employment Agreement, dated November 16, 2006, by and between Randall T. Mays and Clear Channel

10.4 Amended and Restated Employment Agreement by and between Clear Channel Communications, Inc. and L. Lowry Mays dated
March 10 2005 (incorporated by reference to the exhibits to Clear Channel’s Annual Report on Form 10-K filed March 11,
2005).

10.5 Amended and Restated Employment Agreement by and between Clear Channel Communications, Inc. and Mark P. Mays dated
March 10, 2005 (incorporated by reference to the exhibits to Clear Channel’s Annual Report on Form 10-K filed March 11,
2005).

10.6 Amended and Restated Employment Agreement by and between Clear Channel Communications, Inc. and Randall T. Mays
dated March 10, 2005 (incorporated by reference to the exhibits to Clear Channel’s Annual Report on Form 10-K filed
March 11, 2005).

99.1 Press Release of Clear Channel Communications, Inc. issued November 16, 2006.

<DOCUMENT>
<TYPE> EX-2.1
<FILENAME> k41426exv2w1.htm
<DESCRIPTION> Agreement and Plan of Merger
<TEXT>

Exhibit 2.1

Execution Copy

AGREEMENT AND PLAN OF MERGER
By and Among
BT TRIPLE CROWN MERGER CO., INC.
B TRIPLE CROWN FINCO, LLC
T TRIPLE CROWN FINCO, LLC
and

Dated as of November 16, 2006

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Page
Article I. DEFINITIONS 1
Section 1.01 Definitions 1

Article II. THE MERGER 1
Section 2.01 The Merger 1
Section 2.02 Closing 2
Section 2.03 Effective Time 2
Section 2.04 Articles of Incorporation and Bylaws 2
Section 2.05 Board of Directors 2
Section 2.06 Officers 3

Article III. EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES 3
Section 3.01 Effect on Securities 3
Section 3.02 Exchange of Certificates 4
Section 3.03 Stock Options and Other Awards 6
Section 3.04 Lost Certificates 7
Section 3.05 Dissenting Shares 7
Section 3.06 Transfers; No Further Ownership Rights 8
Section 3.07 Withholding 8
Section 3.08 Rollover by Shareholders 8
Section 3.09 Additional Per Share Consideration 8

Article IV. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 10
Section 4.01 Organization and Qualification; Subsidiaries 10
Section 4.02 Articles of Incorporation and Bylaws 11
Section 4.03 Capitalization 11
Section 4.04 Authority Relative to Agreement 12
Section 4.05 No Conflict; Required Filings and Consents 13
Section 4.06 Permits and Licenses; Compliance with Laws 13
Section 4.07 Company SEC Documents 14
Section 4.08 Absence of Certain Changes or Events 15
Section 4.09 No Undisclosed Liabilities 16
Section 4.10 Absence of Litigation 16
Section 4.11 Taxes 16
Section 4.12 Information Supplied 17
Section 4.13 Material Contracts 17
Section 4.14 Employee Benefits and Labor Matters 18
Section 4.15 State Takeover Statutes 19
Section 4.16 Opinion of Financial Advisors 19
Section 4.17 Brokers 19
Section 4.18 No Other Representations or Warranties 20

Article V. REPRESENTATIONS AND WARRANTIES OF THE PARENTS AND MERGERCO 20
Section 5.01 Organization and Qualification; Subsidiaries 20

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Page
Section 5.02 Certificate of Incorporation, Bylaws, and Other Organizational Documents 20
Section 5.03 Authority Relative to Agreement 21
Section 5.04 No Conflict; Required Filings and Consents 21
Section 5.05 FCC Matters 22
Section 5.06 Absence of Litigation 22
Section 5.07 Available Funds 22
Section 5.08 Limited Guarantee 23
Section 5.09 Capitalization of Mergerco 23
Section 5.10 Brokers 24
Section 5.11 Information Supplied 24
Section 5.12 Solvency 24
Section 5.13 No Other Representations or Warranties 24

Article VI. COVENANTS AND AGREEMENTS 25
Section 6.01 Conduct of Business by the Company Pending the Merger 25
Section 6.02 FCC Matters 29
Section 6.03 Proxy Statement 29
Section 6.04 Shareholders' Meeting 31
Section 6.05 Appropriate Action; Consents; Filings 31
Section 6.06 Access to Information; Confidentiality 34
Section 6.07 No Solicitation of Competing Proposal 34
Section 6.08 Directors' and Officers' Indemnification and Insurance 39
Section 6.09 Notification of Certain Matters 40
Section 6.10 Public Announcements 41
Section 6.11 Employee Matters 41
Section 6.12 Conduct of Business by the Parents Pending the Merger 42
Section 6.13 Financing 43
Section 6.14 Actions with Respect to Existing Debt 45
Section 6.15 Section 16(b) 47
Section 6.16 Resignations 48
Section 6.17 Certain Actions and Proceedings 48

Article VII. CONDITIONS TO THE MERGER 48
Section 7.01 Conditions to the Obligations of Each Party 48
Section 7.02 Conditions to the Obligations of the Parents and Mergerco 48
Section 7.03 Conditions to the Obligations of the Company 49

Article VIII. TERMINATION, AMENDMENT AND WAIVER 50
Section 8.01 Termination 50
Section 8.02 Termination Fees 52
Section 8.03 Amendment 54
Section 8.04 Waiver 54
Section 8.05 Expenses; Transfer Taxes 54

Article IX. GENERAL PROVISIONS 55
Section 9.01 Non-Survival of Representations, Warranties and Agreements 55
Section 9.02 Notices 55
Section 9.03 Interpretation; Certain Definitions 56
Section 9.04 Severability 56
Section 9.05 Assignment 57

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Page
Section 9.06 Entire Agreement; No Third-Party Beneficiaries 57
Section 9.07 Governing Law 57
Section 9.08 Consent to Jurisdiction; Enforcement 57
Section 9.09 Counterparts 58
Section 9.10 Waiver of Jury Trial 58

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AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger, dated as of November 16, 2006 (this “Agreement”), by and among BT Triple Crown Merger Co., Inc.,
a Delaware corporation (“Mergerco”), B Triple Crown Finco, LLC, a Delaware limited liability company, T Triple Crown Finco, LLC, a
Delaware limited liability company (together with B Triple Crown Finco, LLC, the “Parents”), and Clear Channel Communications, Inc., a
Texas corporation (the “Company”).

RECITALS
WHEREAS, in furtherance of the recapitalization of the Company by Mergerco, the respective Boards of Directors of the Company, the
Parents and Mergerco each have approved and deemed advisable and in the best interests of their respective shareholders (other than affiliated
shareholders of the Company as to which no determination has been made) this Agreement and the merger of Mergerco with and into
Company (the “Merger”), upon the terms and subject to the conditions and limitations set forth herein and in accordance with the Business
Corporation Act of the State of Texas (the “TBCA”) and the Business Organizations Code of the State of Texas (the “TBOC”, together with the
TBCA, the “Texas Acts”) and the General Corporation Law of the State of Delaware (the “DGCL”) and recommended approval and adoption
by their respective shareholders of this Agreement, the Merger and the transactions contemplated hereby;
WHEREAS, a special advisory committee of the Board of Directors of the Company has reviewed the terms of the Merger and determined
that such terms are fair; and
WHEREAS, concurrently with the execution of this Agreement, and as a condition to the willingness of the Company to enter into this
Agreement, the Parents and Mergerco have delivered to the Company the Limited Guarantee (the “Limited Guarantee”) of each of the
Investors, in a form satisfactory to the Company, dated as of the date hereof.

STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants and subject to the
conditions herein contained and intending to be legally bound hereby, the parties hereto hereby agree as follows:

Article I. DEFINITIONS
Section 1.01 Definitions. Defined terms used in this Agreement have the meanings ascribed to them by definition in this Agreement or in
Appendix A.

Article II. THE MERGER
Section 2.01 The Merger. Upon the terms and subject to the conditions of this Agreement, and in accordance with the Texas Acts and the
DGCL, at the Effective Time, Mergerco shall be merged with and into the Company, whereupon the separate existence of Mergerco shall
cease, and the Company shall continue under the name Clear Channel

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Communications, Inc. as the surviving corporation (the “Surviving Corporation”) and shall continue to be governed by the laws of the State of
Texas.
Section 2.02 Closing. Subject to the satisfaction or, if permissible, waiver of the conditions set forth in Article VII hereof, the closing of the
Merger (the “Closing”) will take place at 9:00 a.m., Eastern Time, on a date to be specified by the parties hereto, but no later than the second
business day after the satisfaction or waiver of the conditions set forth in Section 7.01, Section 7.02 and Section 7.03 hereof (other than
conditions that, by their own terms, cannot be satisfied until the Closing, but subject to the satisfaction of such conditions at Closing) at the
offices of Akin Gump Strauss Hauer & Feld LLP, 590 Madison Avenue, New York, New York 10022; provided, however, that
notwithstanding the satisfaction or waiver of the conditions set forth in Article VII hereof, neither the Parents nor Mergerco shall be required to
effect the Closing until the earlier of (a) a date during the Marketing Period specified by the Parents on no less than three (3) business days’
written notice to the Company and (b) the final day of the Marketing Period, or at such other time, date or place as is agreed to in writing by the
parties hereto (such date being the “Closing Date”).
Section 2.03 Effective Time.
(a) Concurrently with the Closing, the Company and the Parents shall cause articles of merger (the “Articles of Merger”) with respect to
the Merger to be executed and filed with the Secretary of State of the State of Texas (the “Secretary of State”) as provided under the Texas
Acts and a Certificate of Merger to be filed with the Secretary of State of the State of Delaware as provided for in the DGCL (the “Certificate
of Merger”). The Merger shall become effective on the later of the date and time at which the Articles of Merger has been duly filed with the
Secretary of State or the Certificate of Merger has been filed with the Secretary of State of the State of Delaware or at such other date and time
as is agreed between the parties and specified in the Articles of Merger, and such date and time is hereinafter referred to as the “Effective
Time.”
(b) From and after the Effective Time, the Surviving Corporation shall possess all properties, rights, privileges, powers and franchises of
the Company and Mergerco, and all of the claims, obligations, liabilities, debts and duties of the Company and Mergerco shall become the
claims, obligations, liabilities, debts and duties of the Surviving Corporation.
Section 2.04 Articles of Incorporation and Bylaws. Subject to Section 6.08 of this Agreement, the Articles of Incorporation and Bylaws
of the Company, as in effect immediately prior to the Effective Time, shall be amended at the Effective Time to be (except with respect to the
name and state of incorporation of the Company and such changes as are necessary to comply with Texas Law, if any) the same as the Articles
of Incorporation and Bylaws of Mergerco as in effect immediately prior to the Effective Time, until thereafter amended in accordance with
applicable law, the provisions of the Articles of Incorporation and the Bylaws of the Surviving Corporation.
Section 2.05 Board of Directors. Subject to applicable Law, each of the parties hereto shall take all necessary action to ensure that the
Board of Directors of the Surviving Corporation

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effective as of, and immediately following, the Effective Time shall consist of the members of the Board of Directors of Mergerco immediately
prior to the Effective Time.
Section 2.06 Officers. From and after the Effective Time, the officers of the Company at the Effective Time shall be the officers of the
Surviving Corporation, until their respective successors are duly elected or appointed and qualified in accordance with applicable Law.

Article III. EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES
Section 3.01 Effect on Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the Company,
Mergerco or the holders of any securities of the Company:
(a) Cancellation of Company Securities. Each share of the Company’s common stock, par value $0.10 per share (the “Company
Common Stock”), held by the Company as treasury stock or held by Mergerco immediately prior to the Effective Time shall automatically be
cancelled, retired and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof.
(b) Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Company Common Stock issued
and outstanding immediately prior to the Effective Time (other than shares cancelled pursuant to Section 3.01(a) hereof, Dissenting Shares and
Rollover Shares) shall be converted into the right to receive $37.60 plus the Additional Per Share Consideration, if any, in cash, without
interest (the “Merger Consideration”). Each share of Company Common Stock to be converted into the right to receive the Merger
Consideration as provided in this Section 3.01(b) shall be automatically cancelled and shall cease to exist and the holders of certificates (the
“Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company
Common Stock shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of
such Certificates or Book-Entry Shares in accordance with Section 3.02 of this Agreement, the Merger Consideration.
(c) Conversion of Mergerco Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the
holder thereof, each share of common stock, par value $0.001 per share, of Mergerco (the “Mergerco Common Stock”) issued and outstanding
immediately prior to the Effective Time shall be converted into and become validly issued, fully paid and nonassessable shares of the Surviving
Corporation (with the relative rights and preferences described in an amendment to the Articles of Incorporation adopted as of the Effective
Time as provided in Section 2.04, the “Surviving Corporation Common Stock”). As of the Effective Time, all such shares of Mergerco
Common Stock cancelled in accordance with this Section 3.01(c), when so cancelled, shall no longer be issued and outstanding and shall
automatically cease to exist, and each holder of a certificate representing any such shares of Mergerco Common Stock shall cease to have any
rights with respect thereto, except the right to receive the shares of Surviving Corporation Common Stock as set forth in this Section 3.01(c).

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(d) Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this
Agreement and the Effective Time, any change in the number of outstanding shares of Company Common Stock shall occur as a result of a
reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange or readjustment of shares, or any stock
dividend or stock distribution with a record date during such period, the Merger Consideration as provided in Section 3.01(b) shall be equitably
adjusted to reflect such change (including, without limitation, to provide holders of shares of Company Common Stock the same economic
effect as contemplated by this Agreement prior to such transaction).
Section 3.02 Exchange of Certificates.
(a) Designation of Paying Agent; Deposit of Exchange Fund. Prior to the Effective Time, the Parents shall designate a paying agent (the
“Paying Agent”) reasonably acceptable to the Company for the payment of the Merger Consideration as provided in Section 3.01(b). On the
Closing Date, promptly following the Effective Time, the Surviving Corporation shall deposit, or cause to be deposited with the Paying Agent
for the benefit of holders of shares of Company Common Stock, cash amounts in immediately available funds constituting an amount equal to
the aggregate amount of the Merger Consideration plus the Total Option Cash Payments (the “Aggregate Merger Consideration”) (exclusive
of any amounts in respect of Dissenting Shares, the Rollover Shares and Company Common Stock to be cancelled pursuant to Section 3.01(a))
(such amount as deposited with the Paying Agent, the “Exchange Fund”). In the event the Exchange Fund shall be insufficient to make the
payments contemplated by Section 3.01(b) and Section 3.03, the Surviving Corporation shall promptly deposit, or cause to be deposited,
additional funds with the Paying Agent in an amount which is equal to the deficiency in the amount required to make such payment. The
Paying Agent shall cause the Exchange Fund to be (A) held for the benefit of the holders of Company Common Stock and Company Options,
and (B) applied promptly to making the payments pursuant to Section 3.02(b) hereof. The Exchange Fund shall not be used for any purpose
that is not expressly provided for in this Agreement.
(b) Delivery of Shares. As promptly as practicable following the Effective Time and in any event not later than the second business day
after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail (and to make available for collection by hand) (i) to
each holder of record of a Certificate or Book-Entry Share, which immediately prior to the Effective Time represented outstanding shares of
Company Common Stock (x) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the
Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof
pursuant to Section 3.04 hereof) or Book-Entry Shares to the Paying Agent and which shall be in the form and have such other provisions as
Mergerco and the Company may reasonably specify and (y) instructions for use in effecting the surrender of the Certificates or Book-Entry
Shares in exchange for the Merger Consideration into which the number of shares of Company Common Stock previously represented by such
Certificate or Book-Entry Shares shall have been converted pursuant to this Agreement (which instructions shall provide that at the election of
the surrendering holder, Certificates or Book-Entry Shares may be surrendered, and the Merger Consideration in exchange therefor collected,
by hand delivery); and (ii) to each holder of a Company Option, a check in an amount due and

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payable to such holder pursuant to Section 3.03 hereof in respect of such Company Option. If payment of the applicable portion of the
Aggregate Merger Consideration is made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a
condition of payment that (A) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and
(B) the person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable
portion of the Aggregate Merger Consideration to a person other than the registered holder of such Certificate surrendered or shall have
established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered
as contemplated by this Section 3.02, each Certificate, Book-Entry Share or option certificate, as applicable, shall be deemed at any time after
the Effective Time to represent only the right to receive the applicable portion of the Aggregate Merger Consideration or Option Cash
Payments, as applicable, in cash as contemplated by this Section 3.02 or Section 3.03 without interest thereon.
(c) Surrender of Shares. Upon surrender of a Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the
Paying Agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such
other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to
receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or
Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days
following the later to occur of (i) the Effective Time; or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or
Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The
Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable
terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No
interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration (or the cash
pursuant to Section 3.02(b)) payable upon the surrender of the Certificates or Book-Entry Shares.
(d) Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates,
Book-Entry Shares or Company Options for twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon
demand, and any such holders prior to the Merger who have not theretofore complied with this Article III shall thereafter look only to the
Surviving Corporation, as general creditors thereof for payment of their claim for cash, without interest, to which such holders may be entitled.
If any Certificates or Book-Entry Shares shall not have been surrendered prior to one (1) year after the Effective Time (or immediately prior to
such earlier date on which any cash in respect of such Certificate or Book-Entry Share would otherwise escheat to or become the property of
any Governmental Authority), any such cash in respect of such Certificate or Book-Entry Share shall, to the extent permitted by applicable
Law, become the property of the Surviving Corporation, subject to any and all claims or interest of any person previously entitled thereto.

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(e) No Liability. None of the Parents, Mergerco, the Company, the Surviving Corporation or the Paying Agent shall be liable to any
person in respect of any cash held in the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat
or similar Law.
(f) Investment of Exchange Fund. The Paying Agent shall invest any cash included in the Exchange Fund as directed by the Parents or,
after the Effective Time, the Surviving Corporation; provided that (i) no such investment shall relieve the Surviving Corporation or the Paying
Agent from making the payments required by this Article III, and following any losses the Surviving Corporation shall promptly provide
additional funds to the Paying Agent for the benefit of the holders of Company Common Stock and Company Options in the amount of such
losses; and (ii) such investments shall be in short-term obligations of the United States of America with maturities of no more than thirty
(30) days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in
commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively.
Any interest or income produced by such investments will be payable to the Surviving Corporation or Mergerco, as directed by Mergerco.
Section 3.03 Stock Options and Other Awards
(a) Company Options. As of the Effective Time, except as otherwise agreed by the Parents and a holder of Company Options with
respect to such holder’s Company Options, each Company Option, whether vested or unvested, shall, by virtue of the Merger and without any
action on the part of any holder of any Company Option, become fully vested and converted into the right at the Effective Time to receive, as
promptly as practicable following the Effective Time, a cash payment (less applicable withholding taxes and without interest) with respect
thereto equal to the product of (a) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option
multiplied by (b) the number of shares of Company Common Stock issuable upon exercise of such Company Option (the “Option Cash
Payment” and the sum of all such payments, the “Total Option Cash Payments”). In the event that the exercise price of any Company Option
is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without payment therefor and have no further
force or effect. Except for the Company Options set forth in Section 3.03(a) of the Company Disclosure Schedule, as of the Effective Time, all
Company Options shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company Option shall cease to
have any rights with respect thereto, except the right to receive the Option Cash Payment. Prior to the Effective Time, the Company shall take
any and all actions reasonably necessary to effectuate this Section 3.03(a), including, without limitation, providing holders of Company
Options with notice of their rights with respect to any such Company Options as provided herein.
(b) Other Awards. As of the Effective Time, except as otherwise agreed by the Parents and a holder of Restricted Shares with respect to
such holder’s Restricted Shares, each share outstanding immediately prior to the Effective Time subject to vesting or other lapse restrictions
pursuant to any Company Option Plan or an applicable restricted stock agreement (each, a “Restricted Share”) which is outstanding
immediately prior to the Effective Time shall vest and become free of restriction as of the Effective Time and shall, as of the Effective Time,

6

be cancelled and converted into the right to receive the Merger Consideration in accordance with Section 3.01(b).
(c) Amendments to and Termination of Plans. Prior to the Effective Time, the Company shall use its reasonable best efforts to make any
amendments to the terms of the Company Option Plans and to obtain any consents from holders of Company Options and Restricted Shares
that, in each case, are necessary to give effect to the transactions contemplated by Section 3.03(a) and Section 3.03(b). Without limiting the
foregoing the Company shall use its reasonable best efforts to ensure that the Company will not at the Effective Time be bound by any options,
stock appreciation rights, warrants or other rights or agreements which would entitle any person, other than the holders of the capital stock (or
equivalents thereof) of the Parents, Mergerco and their respective subsidiaries, to own any capital stock of the Surviving Corporation or to
receive any payment in respect thereof. In furtherance of the foregoing, and subject to applicable Law and agreements existing between the
Company and the applicable person, the Company shall explicitly condition any new awards or grants to any person under its Company Option
Plans, annual bonus plans and other incentive plans upon such person’s consent to the amendments described in this Section 3.03(c) and, to the
fullest extent permitted by applicable Law, shall withhold payment of the Merger Consideration to or require payment of the exercise price for
all Company Options by any holder of a Company Option as to which the Merger Consideration exceeds the amount of the exercise price per
share under such option unless such holder consents to all of the amendments described in this Section 3.03(c). Prior to the Effective Time, the
Company shall take all actions necessary to terminate all Company Stock Plans, such termination to be effective at or before the Effective
Time.
(d) Employee Stock Purchase Plan, The Board of Directors of the Company shall terminate all purchases of stock under the Company’s
2000 Employee Stock Purchase Plan (the “Company ESPP”) effective as of the day immediately after the end of the month next following the
date hereof, and no additional offering periods shall commence under the Company ESPP after the date hereof. The Company shall terminate
the Company ESPP in its entirety immediately prior to the Closing Date, and all shares held under such plan, other than Rollover Shares, shall
be delivered to the participants and shall, as of the Effective Time, be cancelled and converted into the right to receive the Merger
Consideration in accordance with Section 3.01(b).
Section 3.04 Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by
the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of
a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with
respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration to
which the holder thereof is entitled pursuant to this Article III.
Section 3.05 Dissenting Shares. Notwithstanding Section 3.01(b) hereof, to the extent that holders thereof are entitled to appraisal rights
under Article 5.12 of the TBCA, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held
by a holder who has properly exercised and perfected his or her demand for appraisal rights under Article 5.12 of the TBCA (the “Dissenting
Shares”), shall not be converted into the right

7

to receive the Merger Consideration, but the holders of such Dissenting Shares shall be entitled to receive such consideration as shall be
determined pursuant to Article 5.12 of the TBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall
cease to have any rights with respect thereto, except the right to receive such consideration as shall be determined pursuant to Article 5.12 of
the TBCA); provided, however, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost his or her right to
appraisal and payment under the TBCA, such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted
as of the Effective Time into the right to receive the Merger Consideration, without any interest thereon, and such shares shall not be deemed to
be Dissenting Shares. Any payments required to be made with respect to the Dissenting Shares shall be made by the Surviving Corporation
(and not the Company, Mergerco or either Parent) and the Aggregate Merger Consideration shall be reduced, on a dollar for dollar basis, as if
the holder of such Dissenting Shares had not been a shareholder on the Closing Date. The Company shall give the Parents notice of all
demands for appraisal and the Parents shall have the right to participate in all negotiations and proceedings with respect to all holders of
Dissenting Shares. The Company shall not, except with the prior written consent of the Parents, voluntarily make any payment with respect to,
or settle or offer to settle, any demand for payment from any holder of Dissenting Shares.
Section 3.06 Transfers; No Further Ownership Rights. After the Effective Time, there shall be no registration of transfers on the stock
transfer books of the Company of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If
Certificates are presented to the Surviving Corporation for transfer following the Effective Time, they shall be cancelled against delivery of the
Merger Consideration, as provided for in Section 3.01(b) hereof, for each share of Company Common Stock formerly represented by such
Certificates.
Section 3.07 Withholding. Each of the Paying Agent, the Company, Mergerco and the Surviving Corporation shall be entitled to deduct
and withhold from payments otherwise payable pursuant to this Agreement any amounts as they are respectively required to deduct and
withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of
state, local or foreign Tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this
Agreement as having been paid to the person in respect of which such deduction and withholding was made.
Section 3.08 Rollover by Shareholders. At the Effective Time, each Rollover Share issued and outstanding immediately before the
Effective Time shall be cancelled and be converted into and become the number of validly issued shares of equity securities of the Surviving
Corporation calculated in accordance with Section 3.08 of the Mergerco Disclosure Schedule. As of the Effective Time, all such Rollover
Shares when so cancelled, shall no longer be issued and outstanding and shall automatically cease to exist, and each holder of a certificate
representing any such Rollover Shares shall cease to have any rights with respect thereto, except the right to receive the shares of equity
securities of the Surviving Corporation as set forth in this Section 3.08.
Section 3.09 Additional Per Share Consideration.

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(a) No later than ten (10) business days before the Closing Date, if the Closing Date shall occur after the Additional Consideration Date,
the Company shall prepare and deliver to the Parents a good faith estimate of Additional Per Share Consideration, together with reasonably
detailed supporting information (the “Estimated Additional Per Share Consideration”).
(b) Before and after the delivery of the Estimated Additional Per Share Consideration statement, the Company shall provide the Parents
reasonable access to the records and employees of the Company and its subsidiaries, and the Company shall, and shall cause the employees of
the Company and its subsidiaries to, (i) cooperate in all reasonable respects with the Parents in connection with the Parents’ review of the
Estimated Additional Per Share Consideration statement and (ii) provide the Parents with access to accounting records, supporting schedules
and relevant information relating to the Company’s preparation of the Estimated Additional Per Share Consideration statement and calculation
of Estimated Additional Per Share Consideration as the Parents shall reasonably request and that are available to the Company or its affiliates.
Within five (5) business days after delivery of the Estimated Additional Per Share Consideration statement to the Parents, the Parents may
notify the Company that they disagree with the Estimated Additional Per Share Consideration statement. Such notice shall set forth, to the
extent practicable, in reasonable detail the particulars of such disagreement. If the Parents do not provide a notice of disagreement within such
five (5) business day period, then the Parents shall be deemed to have accepted the calculations and the amounts set forth in the Estimated
Additional Per Share Consideration statement delivered by the Company, which shall then be final, binding and conclusive for all purposes
hereunder. If any notice of disagreement is timely provided in accordance with this Section 3.09(b), then the Company and the Parents shall
each use commercially reasonable efforts for a period of one (1) business day thereafter (the “Estimated Additional Per Share Consideration
Resolution Period”) to resolve any disagreements with respect to the calculations in the Estimated Additional Per Share Consideration
statement.
(c) If, at the end of the Estimated Additional Per Share Consideration Resolution Period, the Company and the Parents are unable to
resolve any disagreements as to items in the Estimated Additional Per Share Consideration statement, then KPMG, LLP (New York Office) (or
such other independent accounting firm of recognized national standing in the United States as may be mutually selected by the Company and
the Parents) shall resolve any remaining disagreements. If neither KPMG, LLP (New York Office) nor any such mutually selected accounting
firm is willing and able to serve in such capacity, then the Parents shall deliver to the Company a list of three other accounting firms of
recognized national or international standing and the Company shall select one of such three accounting firms (such firm as is ultimately
selected pursuant to the aforementioned procedures being the “Accountant”). The Accountant shall be charged with determining as promptly
as practicable, whether the Estimated Additional Per Share Consideration as set forth in the Estimated Additional Per Share Consideration
statement was prepared in accordance with this Agreement and (only with respect to the disagreements as to the items set forth in the notice of
disagreement and submitted to the Accountant) whether and to what extent, if any, the Estimated Additional Per Share Consideration requires
adjustment.

9

(d) The Accountant shall allocate its costs and expenses between the Parents (on behalf of Mergerco) and the Company based upon the
percentage of the contested amount submitted to the Accountant that is ultimately awarded to the Company, on the one hand, or the Parents, on
the other hand, such that the Company bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded
to the Parents (such portion of such costs and expenses, the “Company Accountant Expense”) and the Parents (on behalf of Mergerco) bear a
percentage of such costs and expenses equal to the percentage of the contested amount awarded to the Company. The determination of the
Accountant shall be final, binding and conclusive for all purposes hereunder.
(e) In order to permit the parties to prepare for an orderly Closing, the Company will deliver monthly reports calculating the previous
month’s Operating Cash Flow on or before the 20th day of each month starting January 15, 2007 (with respect to performance during
December 2006) and will provide the Parents with access to accounting records, supporting schedules and relevant information relating to the
Company’s preparation thereof as the Parents shall reasonably request and that are available to the Company or its affiliates.

Article IV. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Except as disclosed in the documents filed by the Company with the SEC between December 31, 2004 and the date hereof (together with all
forms, documents, schedules, certifications, prospectuses, reports, and registration, proxy and other statements, required to be filed or furnished
by it with or to the SEC between December 31, 2004 and the date hereof, including such documents filed during such periods on a voluntary
basis on Form 8-K, and in each case including exhibits and schedules thereto and documents incorporated by reference therein, the “Company
SEC Documents”) or in the Outdoor SEC Documents or as disclosed in the separate disclosure schedule which has been delivered by the
Company to the Parents prior to the execution of this Agreement (the “Company Disclosure Schedule”) (provided that, any information set
forth in one Section of the Company Disclosure Schedule will be deemed to apply to each other Section or subsection of this Agreement to the
extent such disclosure is made in a way as to make its relevance to such other Section or subsection readily apparent) the Company hereby
represents and warrants to Mergerco and the Parents as follows:
Section 4.01 Organization and Qualification; Subsidiaries. Each of the Company and the subsidiaries set forth in Section 4.01 of the
Company Disclosure Schedule (the “Material Subsidiaries”) is a corporation or legal entity duly organized, validly existing and, if applicable,
in good standing under the laws of its jurisdiction of organization and has the requisite corporate, partnership or limited liability company
power and authority to own, lease and operate its properties and to carry on its business as it is currently conducted. Each of the Company and
its Material Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and, if applicable, is in good standing, in each
jurisdiction in which the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or
licensing necessary, except for such failures to be so qualified or licensed and in good standing as would not have, individually or in the
aggregate, a Material Adverse Effect on the Company.

10

Section 4.02 Articles of Incorporation and Bylaws. The Company has made available to the Parents a complete and correct copy of the
Articles of Incorporation and the Bylaws (or equivalent organizational documents), each as amended to date, of the Company and each of its
Material Subsidiaries. The Articles of Incorporation and the Bylaws (or equivalent organizational documents) of the Company and each of its
Material Subsidiaries are in full force and effect. None of the Company or any of its Material Subsidiaries is in material violation of any
provision of their respective Articles of Incorporation or the Bylaws (or equivalent organizational documents).
Section 4.03 Capitalization.
(a) The authorized capital stock of the Company consists of 1,500,000,000 shares of Company Common Stock, par value $.10 per share,
2,000,000 shares of the Company’s class A preferred stock, par value $1.00 per share (the “Class A Preferred Stock”) and 8,000,000 shares of
the Company’s class B preferred stock, par value $1.00 per share (the “Class B Preferred Stock”). As of the close of business on
November 10, 2006, (i) 493,794,750 shares of Company Common Stock, including Restricted Shares, were issued and outstanding; (ii) no
shares of the Class A Preferred Stock were issued and outstanding; (iii) no shares of the Class B Preferred Stock were issued and outstanding;
and (iv) 100,000 shares of Company Common Stock were held in treasury. As of the close of business on November 10, 2006 there were
36,605,199 shares of Company Common Stock authorized and reserved for future issuance under Company Option Plans, 356,962 shares of
Company Common Stock authorized and reserved for issuance upon exercise of warrants and outstanding Company Options to purchase
36,633,054 shares of Company Common Stock (of which (i) 12,044,341 shares of Company Common Stock were subject to outstanding
options with an exercise price less than $37.60 and such “in the money” options have a weighted average exercise price equal to $29.78 per
share and (ii) 206,465 shares of Company Common Stock were subject to outstanding warrants with an exercise price less than $37.60 and
such “in the money” warrants have a weighted average exercise price equal to $34.61 per share). As of November 10, 2006, there were
2,304,843 Restricted Shares issued and outstanding. Since November 10, 2006, no Equity Securities or Convertible Securities of the Company
have been issued, reserved for issuance or are outstanding, other than or pursuant to the Company Options and warrants referred to above that
are outstanding as of the date of this Agreement or Equity Securities and/or Convertible Securities hereafter issued in accordance with
Section 6.01(k) hereof. As of the Effective Time, the warrants referred to above thereafter shall not be exercisable for securities of the
Company.
(b) Except as set forth above and except as set forth in Section 4.03(b) of the Company Disclosure Schedule and except as not
specifically prohibited under Section 6.01 hereof, there are no shares of Company Common Stock, Class A Preferred Stock or Class B
Preferred Stock issued or outstanding or otherwise reserved for issuance. Additionally, there are no outstanding subscriptions, options,
conversion or exchange rights, warrants, rights (including without limitation, pursuant to a so-called “poison pill”), calls, repurchase or
redemption agreements, convertible securities or other similar rights, agreements, commitments or contracts of any kind to which the Company
or any of the Material Subsidiaries is a party or by which the Company or any of the Material Subsidiaries is bound obligating the Company or
any of the Material Subsidiaries to issue, transfer, deliver or sell, or cause to be issued, transferred, delivered or sold, additional shares of
capital stock of, or other equity or voting interests in, or

11

securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or
any of the Material Subsidiaries or obligating the Company or any of the Material Subsidiaries to issue, grant, extend or enter into any such
security, option, warrant, call, right or contract.
(c) There are no securities except as set forth above that can vote on any matters on which the holders of Company Common Stock may
vote, either on the date hereof or upon conversion or exchange of such securities.
(d) All outstanding shares of capital stock of the Company are, and all shares that may be issued pursuant to the Company Option Plans
will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to
preemptive rights.
Section 4.04 Authority Relative to Agreement.
(a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations
hereunder and, subject to receipt of the Requisite Shareholder Approval, to consummate the Merger and the other transactions contemplated
hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other
transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings
on the part of the Company are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger and the other
transactions contemplated hereby (other than, with respect to the Merger, the receipt of the Requisite Shareholder Approval, as well as the
filing of the Articles of Merger with the Secretary of State). This Agreement has been duly and validly executed and delivered by the Company
and, assuming the due authorization, execution and delivery by Mergerco and the Parents, this Agreement constitutes a legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with its terms (except as such enforceability may be limited by
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting
creditors’ rights, and to general equitable principles).
(b) The Board of Directors of the Company, at a meeting duly called and held, has (i) approved and adopted this Agreement and
approved the Merger and the other transactions contemplated hereby; (ii) determined that the Merger is advisable and fair to and in the best
interests of, the shareholders of the Company (other than affiliate shareholders as to which no determination was made); and (iii) resolved to
submit this Agreement to the shareholders of the Company for approval, file the Proxy Statement with the SEC and, subject to Section 6.07
hereof, recommend that the shareholders of the Company approve this Agreement and the Merger.
(c) The Requisite Shareholder Approval at the Shareholders’ Meeting or any adjournment or postponement thereof in favor of the
adoption of this Agreement and the Merger is the only vote or approval of the holders of any class or series of capital stock of the Company or
any of its subsidiaries which is necessary to adopt this Agreement, approve the Merger and the transactions contemplated hereby.

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Section 4.05 No Conflict; Required Filings and Consents.
(a) Except as set forth in Section 4.05 of the Company Disclosure Schedule, the execution and delivery of this Agreement by the
Company does not, the performance of this Agreement by the Company will not and the consummation of the transactions contemplated
hereby will not (i) conflict with or violate the Articles of Incorporation or Bylaws (or equivalent organizational documents) of (A) the
Company or (B) any of the Material Subsidiaries; (ii) assuming the consents, approvals and authorizations specified in Section 4.05(b) have
been received and the waiting periods referred to therein have expired, and any condition to the effectiveness of such consent, approval,
authorization, or waiver has been satisfied, conflict with or violate any Law applicable to the Company or any of its subsidiaries; or (iii) result
in any breach of, or constitute a default (with or without notice or lapse of time or both) under, or give to others any right of termination,
amendment, acceleration or cancellation of, or result in the creation of a Lien, other than any Permitted Lien, upon any of the properties or
assets of the Company or any of its subsidiaries, pursuant to any note, bond, mortgage, indenture or credit agreement, or any other contract,
agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries or any property or asset of the Company or its subsidiaries is bound or affected, other than, in the
case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration or Lien that would not have,
individually or in the aggregate, a Material Adverse Effect on the Company.
(b) The execution and delivery of this Agreement by the Company does not, and the consummation by the Company of the transactions
contemplated by this Agreement will not, require any consent, approval, authorization, waiver or permit of, or filing with or notification to, any
Governmental Authority, except for applicable requirements of the Exchange Act, the Securities Act, Blue Sky Laws, the HSR Act, any
applicable Foreign Antitrust Laws, any filings, waivers or approvals as may be required under the Communications Act and foreign
communications Laws, any filings, waivers or approvals as may be required under foreign investment review laws, filing and recordation of
appropriate merger documents as required by the Texas Acts, the DGCL and the rules of the NYSE, and except where failure to obtain such
other consents, approvals, authorizations or permits, or to make such filings or notifications, would not have, individually or in the aggregate, a
Material Adverse Effect on the Company.
Section 4.06 Permits and Licenses; Compliance with Laws.
(a) Each of the Company and its Material Subsidiaries is in possession of all franchises, grants, authorizations, licenses (other than
Company FCC Licenses), permits, easements, variances, exceptions, consents, certificates, approvals and orders necessary for the Company or
any of its Material Subsidiaries to own, lease and operate the properties of the Company and its Material Subsidiaries or to carry on its business
as it is now being conducted and contemplated to be conducted by the Company and its Material Subsidiaries (the “Company Permits”), and
no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the
failure to have, or the suspension or cancellation of, any of the Company Permits would not have, individually or in the aggregate, a Material
Adverse Effect on the Company. None of the Company or any of its Material Subsidiaries is in conflict with, or in default or violation of,
(i) any Laws applicable to the

13

Company or any of its Material Subsidiaries or by which any property or asset of the Company or any of its Material Subsidiaries is bound or
affected; (ii) any of the Company Permits; or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which the Company or any of its Material Subsidiaries is a party or by which the Company or any of its
Material Subsidiaries or any property or asset of the Company or any of its Material Subsidiaries is bound or affected, except for any such
conflicts, defaults or violations that would not have, individually or in the aggregate, a Material Adverse Effect on the Company.
(b) Section 4.06(b) of the Company Disclosure Schedule sets forth (i) all main radio and television stations and (ii) all radio or television
stations for which the Company or any subsidiary of the Company provides programming, advertising or other services pursuant to a LMA.
The Company FCC Licenses are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated and have not
expired (other than FCC Licenses that are the subject of pending renewal applications), and are not subject to any material conditions except
for conditions applicable to broadcast licenses generally or as otherwise disclosed on the face of the Company FCC Licenses. The Company
and its subsidiaries are operating, and have operated the Company Stations, in compliance in all material respects with the terms of the
Company FCC Licenses and the Communications Act, and the Company and its subsidiaries have timely filed or made all material
applications, reports and other disclosures required by the FCC to be filed or made with respect to the Company Stations and have timely paid
all FCC regulatory fees with respect thereto, except as would not have, individually or in the aggregate, a Material Adverse Effect on the
Company. Except for administrative rulemakings, legislation or other proceedings affecting the broadcast industry generally, there is not,
pending or, to the Company’s knowledge, threatened by or before the FCC any proceeding, notice of violation, order of forfeiture or complaint
or investigation against or relating to the Company or any of its subsidiaries, or any of the Company Stations, except for any such proceedings,
notices, orders, complaints, or investigations that would not have, individually or in the aggregate, a Material Adverse Effect on the Company.
Section 4.07 Company SEC Documents.
(a) The Company and to its knowledge Outdoor Holdings have filed all Company SEC Documents and Outdoor SEC Documents, as the
case may be, since December 31, 2004 (and in the case of Outdoor Holdings since November 2, 2005). None of the Company’s subsidiaries
(other than Outdoor Holdings) is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective
dates (in the case of Company SEC Documents and Outdoor SEC Documents, as the case may be, that are registration statements filed
pursuant to the requirements of the Securities Act), and as of their respective SEC filing dates (in the case of all other Company SEC
Documents or the Outdoor SEC Documents, as the case may be), or in each case, if amended prior to the date hereof, as of the date of the last
such amendment, the Company SEC Documents and, to the Company’s knowledge, the Outdoor SEC Documents complied in all material
respects, and all documents filed by the Company or Outdoor Holdings between the date of this Agreement and the date of Closing shall
comply in all material respects, with the requirements of the Securities Act, the Exchange Act or the Sarbanes-Oxley Act, as the case may be,
and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time they

14

were filed or, if amended, as of the date of such amendment contained, or if filed after the date hereof will contain, any untrue statement of a
material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, or are to be made, not misleading. The Company has made available to the Parents a complete and
correct copy of any material amendments or modifications which, to the Company’s knowledge, are required to be filed with the SEC, but have
not yet been filed with the SEC, with respect to (i) agreements which previously have been filed by the Company or any of its subsidiaries with
the SEC pursuant to the Securities Act or the Exchange Act and (ii) the Company SEC Documents filed prior to the date hereof. As of the date
of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Documents
and, to the Company’s knowledge, the Outdoor SEC Documents.
(b) The consolidated financial statements (as restated prior to the date hereof, if applicable, and including all related notes and schedules)
of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the
Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash
flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any
other adjustments described therein including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as
permitted by the rules related to Quarterly Reports on Form 10-Q promulgated under the Exchange Act) applied on a consistent basis during
the periods involved (except as may be indicated therein or in the notes thereto).
(c) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the
Company, the Company (i) has established and maintained disclosure controls and procedures and internal control over financial reporting (as
such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the
Exchange Act, and (ii) has disclosed, based on its most recent evaluations, to its outside auditors and the audit committee of the Board of
Directors of the Company, (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial
reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record,
process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who
have a significant role in the Company’s internal controls over financial reporting.
Section 4.08 Absence of Certain Changes or Events. Since December 31, 2005, except as otherwise contemplated or permitted by this
Agreement, the businesses of the Company and its subsidiaries taken as a whole have been conducted in all material respects in the ordinary
course of business consistent with past practice and through the date of this Agreement. Since December 31, 2005 and through the date of this
Agreement, there has not been a Material Adverse Effect on the Company or any event, circumstance or occurrence that has had or would
reasonably be expected to have a Material Adverse Effect on the Company.

15

Section 4.09 No Undisclosed Liabilities. Except (a) as reflected or reserved against in the Company’s consolidated balance sheets (as
restated prior to the date hereof, or the notes thereto) included in the Company SEC Documents, (b) for liabilities or obligations incurred in the
ordinary course of business since the date of such balance sheets, and (c) for liabilities or obligations arising under this Agreement, neither the
Company nor any of its subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would
be required by GAAP to be reflected on a consolidated balance sheet (or the notes thereto) of the Company and its subsidiaries, other than
those which would not have, individually or in the aggregate, a Material Adverse Effect on the Company.
Section 4.10 Absence of Litigation. There is no claim, action, proceeding or investigation pending or, to the knowledge of the Company,
threatened against the Company or any of its subsidiaries, or any of their respective properties or assets at law or in equity, and there are no
Orders, before any arbitrator or Governmental Authority, in each case as would have, individually or in the aggregate, a Material Adverse
Effect on the Company.
Section 4.11 Taxes. Except as has not been or would not be, individually or in the aggregate, material to the Company, or except as set forth
in Section 4.11 of the Company Disclosure Schedule, (i) the Company and each of its Material Subsidiaries have prepared (or caused to be
prepared) and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by any
of them and all such filed Tax Returns (taking into account all amendments thereto) are complete and accurate in all material respects; (ii) the
Company and each of its Material Subsidiaries have timely paid all material Taxes owed by it (whether or not shown on any Tax Returns),
except for Taxes which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been
established in accordance with GAAP; (iii) as of the date of this Agreement, in respect of United States federal, state and local Taxes and in
respect of federal income Taxes payable in France, the United Kingdom, Italy, Spain, Sweden, Belgium, the Netherlands, and Switzerland,
there are not pending or, to the knowledge of the Company, threatened any material audits, examinations, investigations or other proceedings in
respect of any Taxes of the Company or any of its subsidiaries; (iv) to the knowledge of the Company there are no material Liens for Taxes on
any of the assets of the Company or any of its Material Subsidiaries other than Permitted Liens; (v) none of the Company or any of its Material
Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two (2) year period
ending on the date hereof that was purported or intended to be governed by Section 355 of the Code (or any similar provision of state, local or
foreign Law); (vi) to the actual knowledge of the Company all material amounts of United States federal, state and local Taxes and all material
amounts of federal income Taxes payable in France, the United Kingdom, Italy, Spain, Sweden, Belgium, the Netherlands, and Switzerland,
required to be withheld by the Company and each of its subsidiaries have been timely withheld and paid over to the appropriate Governmental
Authority; (vii) no material deficiency for any Tax has been asserted or assessed by any Governmental Authority in respect of United States
federal, state and local Taxes and in respect of federal income Taxes payable in France, the United Kingdom, Italy, Spain, Sweden, Belgium,
the Netherlands, and Switzerland, in writing against the Company or any of its subsidiaries (or, to the knowledge of the Company, has been
threatened or proposed), except for deficiencies which have been satisfied by payment, settled or been withdrawn or which are being diligently
contested in good faith by appropriate proceedings and for which adequate reserves have been

16

established in accordance with GAAP; (viii) neither the Company nor any of its subsidiaries has waived any statute of limitations in respect of
Material Taxes payable to the United States or any state or locality thereof, or in respect of federal income Taxes payable in France, the United
Kingdom, Italy, Spain, Sweden, Belgium, and Switzerland, or agreed to any extension of time with respect to an assessment or deficiency for
Taxes in respect of such jurisdictions (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course); (ix) neither
the Company nor any of its Material Subsidiaries (A) in the past three (3) years has been a member of an affiliated group filing a consolidated
federal income Tax Return (other than a group the common parent of which was the Company) or (B) has any liability for the Taxes of any
person (other than the Company or any of its subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local
or foreign Law), as a transferee or successor, or pursuant to any indemnification, allocation or sharing agreement with respect to Taxes that
could give rise to a payment or indemnification obligation (other than agreements among the Company and its subsidiaries and other than
customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which does not relate to Taxes);
(x) neither the Company nor any of its Material Subsidiaries has engaged in any “listed transaction” within the meaning of Treasury
Regulation Section 1.6011-4(b)(2); and (xi) the Company is not, and has not been at any time within the last five (5) years, a “United States
real property holding corporation” within the meaning of Section 897 of the Code.
Section 4.12 Information Supplied. The Proxy Statement and any other document filed with the SEC by the Company in connection with
the Merger (or any amendment thereof or supplement thereto) (collectively, the “SEC Filings”), at the date first mailed to the shareholders of
the Company, at the time of the Company Shareholders’ Meeting and at the time filed with the SEC, as the case may be, will not contain any
untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they are made, not misleading; provided, however, that no representation is made by the
Company with respect to statements made therein based on information supplied in writing by the Parents specifically for inclusion in such
documents. The SEC Filings made by the Company will comply in all material respects with the provisions of the Exchange Act.
Section 4.13 Material Contracts.
(a) As of the date hereof, neither the Company nor any of its subsidiaries is a party to or bound by any “material contract” (as such term
is defined in item 601(b)(10) of Regulation S-K of the SEC) (all contracts of the type described in this Section 4.13(a), being referred to herein
as a “Company Material Contract”).
(b) Neither the Company nor any subsidiary of the Company is in breach of or default under the terms of any Company Material
Contract. To the knowledge of the Company, no other party to any Company Material Contract is in breach of or default under the terms of any
Company Material Contract. Each Company Material Contract is a valid and binding obligation of the Company or its subsidiary which is a
party thereto and, to the knowledge of the Company, is in full force and effect; provided, however, that (a) such enforcement may be subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights
generally and (b) equitable remedies of

17

specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought and (ii) the Company and its subsidiaries have performed and complied in all material
respects with all obligations required to be performed or complied with by them under each Company Material Contract.
Section 4.14 Employee Benefits and Labor Matters.
(a) Correct and complete copies of the following documents with respect to each Company Benefit Plan (other than such Company
Benefit Plan that is maintained outside of the jurisdiction of the United States and covers fewer than 400 employees) have been made available
to the Parents by the Company to the extent applicable: (i) any plan documents and related trust documents, insurance contracts or other
funding arrangements, and all amendments thereto; (ii) the most recent Forms 5500 and all schedules thereto; (iii) the most recent actuarial
report, if any; (iv) the most recent IRS determination letter; (v) the most recent summary plan descriptions; and (vi) written summaries of all
non-written Company Benefit Plans.
(b) The Company Benefit Plans have been maintained, in all material respects, in accordance with their terms and with all applicable
provisions of ERISA, the Code and other Laws, except for non-compliance which has not had or could not reasonably be expected to have a
(c) Except as set forth on Section 4.14(c) of the Company Disclosure Schedule, none of the Company Benefit Plans is subject to Title IV
of ERISA or Sections 4063 or 4064 of ERISA. The Company Benefit Plans intended to qualify under Section 401 of the Code or other tax-
favored treatment under applicable laws do so qualify, and nothing has occurred with respect to the operation of the Company Benefit Plans
that could cause the loss of such qualification or tax-favored treatment, or the imposition of any liability, penalty or tax under ERISA or the
Code, except for non-compliance which has not had or could not reasonably be expected to have a Material Adverse Effect on the Company.
No Company Benefit Plan provides post-termination health, medical or life insurance benefits for current, former or retirement employees of
the Company or any of its subsidiaries, except as required to avoid an excise Tax under Section 4980B of the Code or as otherwise required by
any other applicable Law, or except as would not have or could not reasonably expect to have a Material Adverse Effect on the Company.
(d) There are no pending or, to the knowledge of the Company, threatened actions, claims or lawsuits with respect to any Company
Benefit Plan (other than routine benefit claims), nor does the Company have any knowledge of facts that could form the basis for any such
claim or lawsuit, except for such actions, claims or lawsuits which, if adversely determined, could not reasonably be expected to have a
(e) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereunder, either by
themselves or in connection with any other event, will entitle any employee, officer or director of the Company or any of its subsidiaries to (i)
accelerate the time of any payment, vesting of any payment or funding of compensation or benefits, except for the acceleration of vesting of
outstanding stock options and

18

257 clearchanne

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