AMENDMENT NO. 3 TO THE AGREEMENT AND PLAN OF MERGER

EXECUTION COPY

AMENDMENT NO. 3
TO
AGREEMENT AND PLAN OF MERGER

     This Amendment No. 3 (the “ Third Amendment ” ), dated as of May 13, 2008, to the Agreement and Plan of Merger, dated as of November 16, 2006, as amended on April 18, 2007 and on May 17, 2007 (as amended through May 17, 2007, the “ May 2007 Agreement ”, and as amended further by this Third Amendment, the “ Agreement ” ), by and among BT Triple Crown Merger Co., Inc., a Delaware corporation ( “ Mergerco ” ), B Triple Crown Finco, LLC, a Delaware limited liability company, T Triple Crown Finco, LLC, a Delaware limited liability company (together with B Triple Crown Finco, LLC, the “ Parents ” ), CC Media Holdings, Inc., formerly known as BT Triple Crown Capital Holdings III, Inc. a Delaware corporation ( “ New Holdco ” ) and Clear Channel Communications, Inc., a Texas corporation (the “ Company ” ).

RECITALS

      WHEREAS , Section 8.03 of the Agreement permits the parties, by action by or on behalf of their respective board of directors, to amend the Agreement by an instrument in writing signed on behalf of each of parties; and

      WHEREAS , the parties hereto and certain other parties have entered into that certain Settlement Agreement pursuant to which the parties hereto have agreed to revise certain terms and conditions of the May 2007 Agreement;

      WHEREAS , the parties hereto desire to amend the Agreement as provided herein.

STATEMENT OF AGREEMENT

      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; References. Unless otherwise specifically defined herein, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Agreement. Each reference to “hereof,” “hereunder,” “hereby,” and “this Agreement” shall, from and after the date of this Third Amendment, refer to the Agreement, as amended by this Third Amendment. Each reference herein to “the date of this Third Amendment” shall refer to the date set forth above, and each reference to the “date of this Agreement” or similar references in the Agreement shall refer to November 16, 2006.

ARTICLE II.
AMENDMENT TO AGREEMENT

      SECTION 2.01. Amendment to Second Whereas Clause. The second whereas clause shall be deleted in its entirety.

      SECTION 2.02. Amendment to Section 2.02 of the Agreement. Section 2.02 of the Agreement shall be deleted and replaced in its entirety with the following:

     “ Section 2.02. Closing. Subject to the satisfaction or, if permissible, waiver of the conditions set forth in Article VII hereof, the closing of the Merger (the “ Closing ”) will take place at 10:00 a.m., Eastern Time, on a date to be specified by the parties hereto, but no later than the fifth business day after the satisfaction or waiver of the conditions set forth 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 Ropes & Gray LLP, 1211 Avenue of the Americas, New York, New York 10036 or at such other time, date or place as is agreed to by the parties hereto after the date of the Third Amendment (such date being the “ Closing Date ”).”

      SECTION 2.03. Amendment to Section 3. 01(b) of the Agreement. Section 3.01(b) of the Agreement shall be amended by deleting paragraph (i) thereof in its entirety and replacing it with the following:

     “(i) Except as otherwise provided in this Agreement, each Public Share issued and outstanding immediately prior to the Effective Time shall, subject to Section 3.01(c) and Section 3.01(g) , be cancelled and converted into the right to receive either (A) one validly issued, fully paid and non assessable share of the New Holdco Common Stock valued at $36.00 per share based on the cash purchase price to be paid by investors that buy New Holdco Common Stock for cash in connection with the Closing plus the Additional Per Share Consideration (if any) payable in cash (the consideration described in this clause (A), the “ Stock Consideration ” ) or (B) $36.00 payable in cash without interest, plus the Additional Per Share Consideration (if any) payable in cash; provided, however, that at the election of New Holdco, the amount payable in cash may be reduced by an amount equal to the Additional Equity Consideration which will be paid in the form of a fraction of a share of New Holdco Common Stock valued at $36.00 per share of New Holdco Common Stock, and the balance of the amount described in this clause (B) shall be paid in cash without interest (the Additional Equity Consideration and the cash consideration described in this clause (B), collectively, the “ Cash Consideration ” ). The Stock Consideration or Cash Consideration, as applicable shall be referred to herein as the “ Merger Consideration ” , which when used herein shall be deemed to include cash in lieu of the fractional shares of New Holdco Common Stock pursuant to Section 3.01(j) . For purposes of this Section 3.01(b), the following terms shall have the following meanings:

     “ Additional Equity Consideration ” shall mean an amount equal to the lesser of (1) $1.00 or (2) a fraction equal to (A) the positive difference between (i) the aggregate amount of funds that New Holdco determines are needed for the Merger, Merger-related expenses, and the Company’s cash requirements and (ii) the sources of funds available to Mergerco from borrowings, equity contributions, Stock Consideration and the Company’s available cash, divided by (B) the total number of Public Shares that will receive the Cash Consideration.

      SECTION 2.04. Amendment to Section 3. 01(c)(i) of the Agreement. Section 3.01(c)(i) of the Agreement shall be amended by deleting from the second parenthetical “(other than an Affiliated Holder.”

      SECTION 2.05. Amendment to Section 3. 01(c)(ii) of the Agreement. Section 3.01(c)(ii) of the Agreement shall be amended by deleting the parenthetical “(other than an Affiliated Holder).”

      SECTION 2.06. Amendment to Section 3. 01(d) of the Agreement. Section 3.01(d) of the Agreement is amended and restated as follows:

     “ Mailing of Form of Election; Election Deadline, Shareholder Notification . Mergerco and New Holdco shall prepare and direct the Paying Agent to mail a Form of Election, which form shall (i) include a Letter of Transmittal and (ii) be subject to the reasonable approval of the Company, with the Proxy Statement/Prospectus to the record holders of Public Share(s) and Company Options as of the record date for the Shareholders’ Meeting (the “ Election Form Record Date ” ) (by posting the Form of Election and related materials on the Company’s website or otherwise). To be effective, a Form of Election must be properly completed and signed by a record owner of Public Shares or Company Options, as the case may be and received by the Paying Agent at its designated office, by 5:00 p.m. New York City time on the fifth business day immediately preceding the Shareholders’ Meeting (the “ Election Deadline ” ). Any Form of Election pursuant to which a record owner of Public Shares or Company Options elects for the Stock Consideration, such Form of Election must be accompanied by (i) for Public Shares held as physical certificates and for Company Options, the certificates for such Public Shares or Company Options, as applicable, a Letter of Transmittal properly completed and duly exercised, any required signature guarantees and any other required documents, and (ii) for Book Entry Shares either a Letter of Transmittal, properly completed and duly executed and any required signature guarantees, or a message, transmitted by the official book-entry transfer facility to, and received by, by the depositary, which states that the book-entry transfer facility has received an express acknowledgement from the holder tendering the Public Share that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Parents may enforce such agreement against the holder, or (iii) for Certificates or Book Entry Shares, such form of “guaranteed delivery” that is acceptable to the Paying Agent as described in the instructions to the Letter of Transmittal. The Paying Agent (or, in the case of Company Options, the Company) will hold the Final Stock Election Shares (as defined below), the Company Options delivered in accordance with this Section 3.01(d) and the Letters of Transmittal relating thereto until the earlier of the termination of this

Agreement or the Effective Time. Any Public Holder or holder of Company Options that does not deliver a properly completed Form of Election and Letter of Transmittal, if applicable, prior to the Election Deadline shall be deemed to have elected to (i) receive the Cash Consideration for each Final Stock Election Shares that is not so delivered and/or (ii) have each Company Option that is not so delivered treated in accordance with Section 3.03(a)(i) and (iii) the Stock Election or portion of a Stock Election relating to such Final Stock Election shall be rejected. In the event that a Stock Election or portion of a Stock Election is rejected pursuant to the preceding sentence, then such Stock Election or portion of a Stock Election shall be deemed of no force and effect and the record holder making such Stock Election shall for purposes hereof be (i) deemed to have made a Cash Election for each Public Share that is subject to such rejected Stock Election or such rejected portion of a rejected Stock Election and (ii) shall be deemed not to have made a Stock Election for such Net Electing Option Share that is subject to such rejected Stock Election and such rejected portion of a rejected Stock Election (such that the Company Option(s) related to such share shall be treated in accordance with Section 3.03(a)(i)) .”

      SECTION 2.07. Amendment to Section 3. 01(g) of the Agreement.

     (a) Section 3.01(g) of the Agreement shall be amended by deleting the first sentence thereof and replacing it with the following:

     “Notwithstanding anything in this Agreement to the contrary, the maximum aggregate number of Public Shares and Net Electing Option Shares to be converted into the right to receive New Holdco Common Stock at the Effective Time pursuant to Stock Elections shall not be more than the Maximum Stock Election Number. For purposes of this Agreement, the “ Maximum Stock Election Number ” shall be 30% of the total number of New Holdco Shares outstanding as of the Closing Date (for the avoidance of doubt, all shares of New Holdco Common Stock issued in respect to shares of Company Common Stock pursuant to Stock Elections and all shares of New Holdco Common Stock issued in respect of Rollover Shares and the other transactions contemplated by this Agreement shall be deemed outstanding as of the Closing Date). The parties will instruct the Paying Agent to use reasonable efforts to ensure that no holder of Public Shares and/or Net Electing Option Shares will receive more than 11,111,112 shares of New Holdco Common Stock (the “ Individual Cap ”) pursuant to one or more Form(s) of Election. The Stock Election Shares shall be converted into the right to receive New Holdco Common Stock or to receive Cash Consideration, each in accordance with the terms of Section 3.01(b) , in the following manner:”

     (b) Section 3.01(g) of the Agreement shall be amended by adding the following new subsections (ii) (D) and (ii)(E) thereto:

     “(D) Notwithstanding the foregoing, (i) as long as Shareholder A has made a Stock Election in accordance with the terms set forth in Section 3.01(c) with respect to Stock Election Shares that is equal to or is greater than the

Individual Cap, the number of Shareholder A’s First Allocation Distributable Shares shall be equal to the Sponsor Investment Factor times 11,111,112 shares (but not less than 6,805,855 nor more than the Individual Cap) and (ii) as long as Shareholder B has made a Stock Election in accordance with the terms set forth in Section 3.01(c) with respect to Stock Election Shares that is equal to or is greater than 2,777,778, the number of Shareholder B’s First Allocation Distributable Shares shall be equal to the Sponsor Investment Factor times 2,777,778 shares (but not less than 1,666,667 nor more than the Individual Cap).

     (E) Unless a beneficial holder of Public Shares (i) submits a request in writing to the Paying Agent prior to the Election Deadline to have the Individual Cap apply with respect to the Public Shares beneficially owned by such holder and (ii) provides information necessary to verify such beneficial holder, including without limitation the name of the holder(s) of record of such Public Shares, the account number and any other information reasonably requested by the Paying Agent, the Individual Cap shall apply (x) in the case of Public Shares held as physical certificates, with respect to each holder of record of such Public Shares and (y) in the case of Book Entry Shares, with respect to each account in which such Public Shares are held on the books of a brokerage firm or other similar institutions that hold Public Shares on behalf of beneficial holders.”

      SECTION 2.08. Amendment to Section 3. 01(j) of the Agreement. Section 3.01(j) of the Agreement is amended and restated as follows:

“(j) No Fractional Shares . Notwithstanding any other provision in this Agreement, no fractional shares of New Holdco Common Stock shall be issued in the Merger to any holder of Public Shares, Company Options or Rollover Shares as Merger Consideration or to any holder of Public Shares, Company Options or Rollover Shares pursuant to any exchange involving Rollover Shares. Each holder of Public Shares, Company Options or Rollover Shares, as applicable, who otherwise would have been entitled to a fraction of a share of New Holdco Common Stock shall receive in lieu thereof cash (without interest) in an amount determined by multiplying the fractional share interest to which such holder would otherwise be entitled by $36.00. No such holder shall be entitled to dividends, voting rights or any other rights in respect of any fractional share of New Holdco Common Stock.”

      SECTION 2.09. Amendment to Section 3.01 of the Agreement. Section 3.01 of the Agreement is amended by adding the following new subsection (l) at the end thereto:

     “(l) Cancellation of Prior Stock Elections and Return of Stock Certificates . All Stock Elections made prior to the Third Amendment Date shall be deemed voided and cancelled and all Letters of Transmittal that were delivered prior to the Third Amendment Date shall be deemed cancelled and no longer have any effect without any additional actions needed by the parties hereto or any holder(s) of Public Shares or Company Options. As soon as practicable following the Third Amendment Date, New Holdco and Mergerco shall instruct the Paying Agent to deliver to the holders of record !

thereof all physical stock certificates of Public Shares and Letters of Transmittal with respect to Book Entry Shares received by the Paying Agent prior to the Third Amendment Date.”

      SECTION 2.10. Amendment to Section 4.12 of the Agreement. Section 4.12 of the Agreement shall be amended by adding the following new sentence at the end thereof:

     “For the avoidance of doubt, each reference to the Form S-4 shall mean collectively, the registration statement on Form S-4 that was filed with the SEC by New Holdco on May 30, 2007, as amended or supplemented (the “ May 2007 Form S-4 ”), and any post-effective amendment to the May 2007 Form S-4 or new registration statement on Form S-4 filed by New Holdco following the Third Amendment Date, as amended or supplemented.”

      SECTION 2.11. Amendment to Section 4.16 of the Agreement. Section 4.16 of the Agreement shall be deleted in its entirety.

      SECTION 2.12. Additional Representations and Warranties of the Company . The Company hereby represents and warrants to Mergerco, New Holdco and the Parents as follows:

     (a) Authority Relative to Third Amendment . The Company has all necessary corporate power and authority to execute and deliver this Third Amendment, to perform its obligations hereunder. The execution and delivery of this Third Amendment by the Company have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Third Amendment. This Third Amendment has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Mergerco, New Holdco and the Parents, this Third Amendment constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and to general equitable principles).

     (b) Additional Representations . Each of the representations and warranties contained in Section 4.04(b)(ii) and Section 4.04(b)(iii) is true and accurate as if made anew as of the date of this Third Amendment (except that it is acknowledged and agreed that the Board of Directors does not, and will not, make any recommendation to the Company’s stockholders with respect to the Stock Election or the Stock Consideration).

     (c) Opinion of Financial Advisor . The Board of Directors of the Company has received an opinion of Goldman, Sachs & Co. to the effect that, as of the date of such opinion and based upon and subject to the limitations, qualifications and assumptions set forth therein, the consideration of $36.00 in cash per share as provided in Section 3.01(b) of the Agreement, after giving effect to this Third Amendment, payable to holders of Public Shares (other than Public Shares held by affiliates of the Company), is fair from a

financial point of view to such holders. The Company shall deliver an executed copy of the written opinion received from Goldman, Sachs & Co. to the Parents promptly upon receipt thereof.

      SECTION 2.13. Amendment to Article V of the Agreement . Article V of the Agreement is amended by deleting from the lead-in paragraph thereto each reference to the “Second Amendment Disclosure Letter” and replacing them with “Third Amendment Disclosure Letter”.

      SECTION 2.14. Amendment to Section 5.07 of the Agreement . Section 5.07 of the Agreement is amended and restated in its entirety to read as follows:

     (a) “ Section 5.07 Available Funds. Section 5.07(a) of the Third Amendment Disclosure Letter sets forth true, accurate and complete copies, as of the Third Amendment Date, of executed loan agreements from the parties listed in Section 5.07(a) (as the same may be amended, modified, supplemented, restated, superseded and replaced in accordance with Section 6.13(a) , collectively, the “ Financing Agreements ” ), pursuant to which, and subject to the terms and conditions thereof, the lender parties thereto have agreed to lend the amounts set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing” ). Section 5.07(a) of the Third Amendment Disclosure Letter sets forth true, accurate and complete copies, as of the Third Amendment Date, of executed commitment letters (collectively, the “ Equity Commitment Letters ” and together with the Financing Agreements, the “ Financing Commitments ” ) pursuant to which the investors listed in Section 5.07(a) of the Third Amendment Disclosure Letter (the “ Investors ” ) have committed to invest the cash amounts set forth therein subject to the terms therein (the “ Equity Financing ” and together with the Debt Financing, the “ Financing ” ). Section 5.07(a) of the Third Amendment Disclosure Letter sets forth true, accurate and complete copies, as of the Third Amendment Date, of the executed Escrow Agreement executed by the Parents, New Holdco, Mergerco, the Company, the Banks and the certain other parties party thereto.

     (b) As of the Third Amendment Date, the Financing Commitments are in full force and effect and have not been withdrawn or terminated or otherwise amended or modified in any respect. As of the Third Amendment Date, each of the Financing Commitments, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of the Parents, Mergerco and New Holdco, as applicable, and to the Parents’ and Mergerco’s knowledge, the other parties thereto. Except as set forth in the Financing Commitments, there are no (i) conditions precedent to the respective obligations of the Investors to fund the full amount of the Equity Financing; (ii) conditions precedent to the respective obligations of the lenders specified in the Financing Agreements to fund the full amount of the Debt Financing; or (iii) contractual contingencies under any agreements, side letters or arrangements relating to the Financing Commitments to which either Parent, New Holdco, Mergerco or any of their respective affiliates is a party that would permit the lenders specified in the Financing Agreements or the Investors providing the Equity Commitment Letters to reduce the total amount of the Financing (other than retranching, reallocating or replacing the Debt

Financing in a manner that does not reduce the aggregate amount of the Debt Financing), or that would materially affect the availability of the Debt Financing or the Equity Financing. As of the Third Amendment Date, (A) no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Parents, New Holdco or Mergerco under any term or condition of the Financing Commitments, and (B) subject to the accuracy of the representations and warranties of the Company set forth in Article II hereof, and the satisfaction of the conditions set forth in Section 7.01 and Section 7.02 hereof, the Parents, New Holdco and Mergerco have no reason to believe that Mergerco or New Holdco will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Financing Commitments. Each of the Parents, New Holdco and Mergerco have fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid by it on or before the Third Amendment Date. Subject to the terms and conditions of this Agreement and as of the Third Amendment Date, assuming the funding of the Financing in accordance with the terms and conditions of the Financing Agreements, the aggregate proceeds from the Financing, together with the aggregate value of the New Holdco Common Stock to be issued pursuant to Article III, in each case valued at $36 per share, plus the total cash on hand of the Company as of the Closing Date, constitute all of the financing required to be provided by Mergerco and New Holdco for the cons