<PAGE>


                                VOTING AGREEMENT

     This VOTING AGREEMENT (the "Agreement"), dated as of this 28th day of
February, 2000, is entered into by and among CLEAR CHANNEL COMMUNICATIONS, INC.,
a Texas corporation ("Parent"), and THOMAS P. BENSON (the "Stockholder").

                              W I T N E S S E T H:

     WHEREAS, Parent, CCU II Merger Sub, Inc., a Delaware corporation ("Merger
Sub"), and SFX Entertainment, Inc., a Delaware corporation (the "Company"), have
entered into an Agreement and Plan of Merger of even date herewith (as the same
may be amended from time to time, the "Merger Agreement"), pursuant to which the
parties thereto have agreed, upon the terms and subject to the conditions set
forth therein, to merge Merger Sub with and into the Company (the "Merger");

     WHEREAS, as of the date hereof, the Stockholder is the record or Beneficial
Owner of the number of shares (the "Shares") of Class A common stock, par value
$0.01 per share, of the Company (the "Company Class A Common Stock"), and of
Class B common stock, par value $0.01 per share, of the Company (the "Company
Class B Common Stock" and, together with the Company Class A Common Stock, the
"Company Common Stock"), set forth on Schedule I attached hereto; and

     WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has required that the Stockholder agree, and the Stockholder
is willing to agree, to the matters set forth herein. Except as specified
herein, terms defined in the Merger Agreement are used herein as defined
therein.

     NOW, THEREFORE, in consideration of the foregoing and the agreements set
forth below, the parties hereto agree as follows:

     1. Definitions. Capitalized terms not expressly defined in this Agreement
shall have the meanings ascribed to them in the Merger Agreement. For purposes
of this Agreement:

          (a) "Affiliate" of any Person means another Person that directly or
     indirectly, through one or more intermediaries, controls, is controlled by,
     or is under common control with, such first Person.

          (b) "Amendment Proposal" shall mean the proposal to amend the
     Company's Amended and Restated Certificate of Incorporation as contemplated
     in Section 3.3 of the Merger Agreement.

          (c) "Beneficially Own" or "Beneficial Ownership" with respect to any
     securities shall mean having voting power with respect to such securities
     (as determined pursuant to Rule 13d-3(a)(1) under the Securities Exchange
     Act of 1934, as amended (the "Exchange Act")), including pursuant to any
     agreement, arrangement or understanding, whether or not in writing.




<PAGE>

          (d) "Equity Hedging Transaction" shall mean any equity swap, collar or
     other derivative instrument that hedges the Stockholder's risk with respect
     to the value of all or a portion of the Shares, provided that the term or
     settlement date with respect to any such instrument is on or after January
     31, 2001 and, prior to settlement, the Stockholder retains the right to
     vote the Shares.

          (e) "Person" shall mean an individual, corporation, limited liability
     company, partnership, joint venture, association, trust, unincorporated
     organization or other entity.

     2. Voting Agreement. From the date of this Agreement and ending as of the
Termination Date, the Stockholder hereby agrees to vote (or cause to be voted)
all of the Shares (and any and all securities issued or issuable in respect
thereof) which such Stockholder is entitled to vote (or to provide his written
consent thereto), at any annual, special or other meeting of the stockholders of
the Company, and at any adjournment or adjournments thereof, or pursuant to any
consent in lieu of a meeting or otherwise:

          (a) in favor of the Merger and the approval and adoption of the terms
     contemplated by the Merger Agreement and the Amendment Proposal and any
     actions required in furtherance thereof;

          (b) against any action or agreement that is reasonably likely to
     result in a breach in any material respect of any covenant, representation
     or warranty or any other obligation of the Company under the Merger
     Agreement; and

          (c) except for all such actions which the Company may undertake under
     the Merger Agreement, against (i) any extraordinary corporate transaction,
     such as a merger, rights offering, reorganization, recapitalization or
     liquidation involving the Company or any of its subsidiaries, other than
     the Merger, (ii) a sale or transfer (other than to a subsidiary of the
     Company) of assets of the Company or any of its material subsidiaries
     comprising more than 15% of the assets of the Company on a consolidated
     basis, (iii) any change in a majority of the Board of Directors of the
     Company other than in connection with an annual meeting of the shareholders
     of the Company with respect to the slate of directors proposed by the
     incumbent Board of Directors of the Company (in which case he agrees to
     vote for the slate proposed by the incumbent Board) or (iv) any action that
     is reasonably likely to materially impede, interfere with, delay, postpone
     or adversely affect in any material respect the Merger and the transaction
     contemplated by the Merger Agreement.

     3. Covenants, Representations and Warranties of the Stockholder and Parent.

          (a) The Stockholder hereby represents, warrants and covenants to
     Parent as follows:

               (i) Ownership. As of the date of this Agreement, the Stockholder
          is either (A) the record and Beneficial Owner of, or (B) the
          Beneficial Owner but



                                       2
<PAGE>

          not the record holder of, the number of issued and outstanding Shares
          set forth on Part A of Schedule I hereto and the Options and SARs set
          forth on Part B of Schedule I hereto. As of the date of this
          Agreement, the Shares set forth on Part A of Schedule I hereto
          constitute all of the issued and outstanding Shares owned of record or
          Beneficially Owned by the Stockholder. Except as otherwise set forth
          in Part A to Schedule I, the Stockholder has the sole power to agree
          to all of the matters set forth in this Agreement, in each case with
          respect to all of the Shares set forth on Part A of Schedule I hereto,
          with no material limitations, qualifications or restrictions on such
          rights, subject to applicable securities laws, the terms of this
          Agreement and to the right of pledgees under pledge agreements entered
          into in connection with bona fide lending transactions that are not
          entered into in connection with an Acquisition Proposal.

               (ii) Power; Binding Agreement. The Stockholder has the legal
          capacity, power and authority to enter into and perform all of the
          Stockholder's obligations under this Agreement. This Agreement has
          been duly and validly executed and delivered by the Stockholder and
          constitutes a valid and binding agreement of the Stockholder,
          enforceable against the Stockholder in accordance with its terms
          (except as such enforceability may be limited by applicable
          bankruptcy, insolvency, reorganization or similar laws affecting
          creditors' rights generally and by general equitable principles
          (regardless of whether enforceability is considered in a proceeding in
          equity or at law)). There is no beneficiary or holder of a voting
          trust certificate or other interest of any trust of which the
          Stockholder is trustee whose consent is required for the execution and
          delivery of this Agreement or the consummation by the Stockholder of
          the transactions contemplated hereby. If the Stockholder is married
          and the Stockholder's Shares constitute community property, this
          Agreement has been duly authorized, executed and delivered by, and
          constitutes a valid and binding agreement of, the Stockholder's
          spouse, enforceable against such person in accordance with its terms
          (except as such enforceability may be limited by applicable
          bankruptcy, insolvency, reorganization or similar laws affecting
          creditors' rights generally and by general equitable principles
          (regardless of whether enforceability is considered in a proceeding in
          equity or at law)).

               (iii) No Conflicts. As of the date of this Agreement, except for
          filings under the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), if applicable no filing with, and no permit,
          authorization, consent or approval of, any state or federal public
          body or authority is necessary for the execution of this Agreement by
          the Stockholder and the consummation by the Stockholder of the
          transactions contemplated hereby, except where the failure to obtain
          such consent, permit, authorization, approval or filing would not
          materially interfere with the Stockholder's ability to perform his
          obligations hereunder, and none of the execution and delivery of this
          Agreement by the Stockholder, the consummation by the Stockholder of
          the transactions contemplated hereby or compliance by the Stockholder
          with any of the provisions hereof shall (A) result in a violation or
          breach of, or constitute (with or without notice or lapse of time or
          both) a default



                                       3
<PAGE>

          (or give rise to any third party right of termination, cancellation,
          material modification or acceleration) under any of the terms,
          conditions or provisions of any material note, bond, mortgage,
          indenture, license, contract, commitment, arrangement, understanding,
          agreement or other instrument or obligation of any kind to which the
          Stockholder is a party or by which the Stockholder or any of his
          properties or assets may be bound, or (B) violate any order, writ,
          injunction, decree, judgment, order, statute, rule or regulation
          applicable to the Stockholder or any of the Shares, in each such case
          except to the extent that any conflict, breach, default or violation
          would not interfere with the ability of the Stockholder to perform its
          obligations hereunder.

               (iv) No Encumbrances. Except (A) as required by Section 2, (B)
          for pledges or encumbrances created in compliance with Section
          3(a)(vi), and (C) items listed in Schedule I, at all times during the
          term hereof, all of the Shares will be held by the Stockholder, or by
          a nominee or custodian for the benefit of the Stockholder, or by a
          family member or Affiliate of the Stockholder (subject to the
          conditions set forth in clause (vi) below) free and clear of all
          liens, claims, security interests, proxies, voting trusts or
          agreements, understandings or arrangements or any other encumbrances
          whatsoever, except for any liens, claims, understandings or
          arrangements that do not limit or impair Stockholder's ability to
          perform his obligations under this Agreement.

               (v) No Solicitation. The Stockholder shall comply with the terms
          of Section 5.10 of the Merger Agreement to the extent such terms would
          be applicable to him.

               (vi) Restriction on Transfer, Proxies and Non-Interference.
          Except as otherwise contemplated by the Merger Agreement or this
          Agreement, from and after the date of this Agreement and ending on the
          Termination Date, the Stockholder shall not, directly or indirectly
          without the consent of Parent in respect of any Acquisition Proposal
          or otherwise: (A) offer for sale, sell, transfer, tender, pledge,
          encumber, assign or otherwise dispose of, or enter into any contract,
          option or other arrangement or understanding with respect to or
          consent to the offer for sale, sale, transfer, tender, pledge,
          encumbrance, assignment or other disposition of (each, a "Transfer"),
          any or all of the Shares, or any interest therein, (B) grant any
          proxies or powers of attorney, deposit any Shares into a voting trust
          or enter into a voting agreement with respect to any Shares, (C) enter
          into any agreement or arrangement providing for any of the actions
          described in clause (A) or (B) above or (D) take any action that would
          reasonably be expected to have the effect of preventing or disabling
          the Stockholder from performing the Stockholder's obligations under
          this Agreement; provided, however, the Stockholder may, without the
          consent of Parent, (x) Transfer his Shares to members of his family
          and/or Affiliates, further provided, however, that such transferees
          agree to be bound by the terms of this Agreement; (y) pledge or
          encumber all or any portion of the Shares in connection with a bona
          fide lending


                                       4
<PAGE>

          transaction with any institutional lender that is not entered into in
          connection with an Acquisition Proposal; and (z) engage in an Equity
          Hedging Transaction.

               (vii) Further Assurances. From time to time, at Parent's request
          and without further consideration, the Stockholder shall execute and
          deliver such additional documents as may be necessary or desirable to
          consummate and make effective, in the most expeditious manner
          practicable, the transactions contemplated by this Agreement.

          (b) Parent hereby represents, warrants and covenants to the
     Stockholder as follows:

               (i) Organization, Standing and Corporate Power. Parent is a
          corporation duly organized, validly existing and in good standing
          under the laws of its jurisdiction of organization, with full
          corporate power and authority to own its properties and carry on its
          business as presently conducted. Parent has the corporate power and
          authority to enter into and perform all of its obligations under this
          Agreement and to consummate the transactions contemplated hereby.

               (ii) No Conflicts. No filing with, and no permit, authorization,
          consent or approval of, any state or federal public body or authority
          is necessary for the execution of this Agreement by either Parent and
          the consummation by Parent of the transactions contemplated hereby,
          except where the failure to obtain such consent, permit,
          authorization, approval or filing would not interfere with its ability
          to perform its obligations hereunder, and none of the execution and
          delivery of this Agreement by Parent, the consummation by Parent of
          the transactions contemplated hereby or compliance by Parent with any
          of the provisions hereof shall (A) conflict with or result in any
          breach of any applicable organizational documents applicable to
          Parent, (B) result in a violation or breach of, or constitute (with or
          without notice or lapse of time or both) a default (or give rise to
          any third party right of termination, cancellation, material
          modification or acceleration) under any of the terms, conditions or
          provisions of any note, bond, mortgage, indenture, license, contract,
          commitment, arrangement, understanding, agreement or other instrument
          or obligation of any kind to which Parent is a party or by which
          Parent or any of Parent's properties or assets may be bound, (C)
          require any consent, approval, authorization or permit of,
          registration, declaration or filing (except for filings under the
          Exchange Act) with, or notification to, any government entity, (D)
          require any material consent, authorization or approval of any person
          other than a governmental entity, or (E) violate any order, writ,
          injunction, decree, judgment, order, statute, rule or regulation
          applicable to Parent or any of Parent's properties or assets, in each
          such case except to the extent that any conflict, breach, default or
          violation would not interfere with the ability of Parent to perform
          its obligations hereunder.

               (iii) Execution, Delivery and Performance by Parent. The
          execution, delivery and performance of this Agreement and the
          consummation of the


                                       5
<PAGE>

          transactions contemplated hereby have been duly and validly authorized
          by the Board of Directors of Parent, and Parent has taken all other
          actions required by law, its Amended and Restated Certificate of
          Incorporation and its Bylaws to consummate the transactions
          contemplated by this Agreement. This Agreement constitutes the valid
          and binding obligations of Parent and is enforceable in accordance
          with its terms, except as enforceability may be subject to bankruptcy,
          insolvency, reorganization, moratorium or other similar laws relating
          to or affecting creditors' rights generally.

     4. Recapitalization; Option Exercise. In the event of a stock dividend or
distribution, or any change in the Shares (or any class thereof) by reason of
any split-up, recapitalization, combination, exchange of shares or the like, the
term "Shares" shall include, without limitation, all such stock dividends and
distributions and any shares into which or for which any or all of the Shares
(or any class thereof) may be changed or exchanged as may be appropriate to
reflect such event. The term "Shares" shall also include any shares of Company
Common Stock acquired by the Stockholder after the date of this Agreement and
before the Termination Date.

     5. Stockholder Capacity. The Stockholder does not make any agreement or
understanding herein in the Stockholder's capacity as a director or officer of
the Company. The Stockholder executes this Agreement solely in his capacity as a
record owner and/or Beneficial Owner of the Shares and nothing herein shall
limit or affect any actions taken by the Stockholder or any designee of the
Stockholder in his capacity as an officer or director of the Company or any of
its Subsidiaries.

     6. Indemnification. Parent shall, to the fullest extent permitted under
applicable law, indemnify and hold harmless the Stockholder against any costs or
expenses (including attorneys' fees as provided below), judgments, fines,
losses, claims, damages, liabilities and amounts paid in settlement in
connection with any claim, action, suit, proceeding or investigation by or on
behalf of the Company or any stockholder of the Company asserting any breach by
the Stockholder of any fiduciary duty on his part to the Company or the other
stockholders of the Company by reason of the Stockholder entering into this
Agreement, for a period of six years after the date hereof. In the event the
Stockholder seeks indemnification from Parent for any such claim, action, suit,
proceeding or investigation (whether arising before or after the termination of
this Agreement), (a) Parent shall pay the fees and expenses of one counsel
selected by such Stockholder and reasonably acceptable to Parent to represent
such Stockholder in connection therewith promptly after statements therefor are
received, and (b) Parent will cooperate in the defense of any such matter;
provided, however, that Parent shall not be liable for any settlement effected
without its written consent (which consent shall not be unreasonably withheld);
provided, further, that in the event that any claim or claims for
indemnification under this Section 6 are asserted or made within such six-year
period, all rights to indemnification in respect of any such claim or claims
shall continue until the final disposition of any and all such claims. This
Section 6 shall survive until the latest of the following: (i) six years from
the date hereof, (ii) the termination of this Agreement, and (iii) the final
disposition of all claims for indemnification asserted or made within the
six-year period following the date hereof.



                                       6
<PAGE>

     7. Miscellaneous.

          (a) Entire Agreement. This Agreement constitutes the entire agreement
     between the parties with respect to the subject matter hereof and
     supersedes all other prior agreements and understandings, both written and
     oral, between the parties with respect to the subject matter hereof.

          (b) Amendments, Waivers, Etc. This Agreement may not be amended,
     changed, supplemented, waived or otherwise modified or terminated, except
     upon the execution and delivery of a written agreement executed by the
     parties hereto.

          (c) Notices. All notices, requests, claims, demands and other
     communications hereunder shall be in writing and shall be given (and shall
     be deemed to have been duly received if so given) by hand delivery,
     telegram, telex or telecopy, or by mail (registered or certified mail,
     postage prepaid, return receipt requested) or by any courier service, such
     as Federal Express, providing proof of delivery. All communications
     hereunder shall be delivered to the respective parties at the following
     addresses or the addresses set forth on the signature pages hereto:

             If to Stockholder:       Thomas P. Benson
                                      c/o SFX Entertainment, Inc.
                                      650 Madison Avenue
                                      New York, New York 10022

             with a copy to:          Winston & Strawn
                                      200 Park Avenue
                                      New York, New York  10166
                                      Attention:      Jonathan Goldstein
                                                      Daniel A. Ninivaggi
                                      Facsimile No.:  (212) 294-4700

             If to Parent:            Clear Channel Communications, Inc.
                                      200 Concord Plaza
                                      Suite 600
                                      San Antonio, Texas 78216
                                      Facsimile No.: (210) 822-2299

             with a copy to:          Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                                      300 Convent Street, Suite 1500
                                      San Antonio, Texas  78205
                                      Attention:      Stephen Mount
                                                      John Strickland
                                      Facsimile No.:  (210) 224-2035

     or to such other address as the person to whom notice is given may have
     previously furnished to the others in writing in the manner set forth
     above.

                                       7
<PAGE>

          (d) Severability. Whenever possible, each provision or portion of any
     provision of this Agreement will be interpreted in such manner as to be
     effective and valid under applicable law but if any provision or portion of
     any provision of this Agreement is held to be invalid, illegal or
     unenforceable in any respect under any applicable law or rule in any
     jurisdiction, such invalidity, illegality or unenforceability will not
     affect any other provision or portion of any provision in such
     jurisdiction, and this Agreement will be reformed, construed and enforced
     in such jurisdiction as if such invalid, illegal or unenforceable provision
     or portion of any provision had never been contained herein.

          (e) Specific Performance. Each of the parties hereto recognizes and
     acknowledges that a breach by the Stockholder of any covenants or
     agreements contained in this Agreement will cause the Parent to sustain
     damages for which they would not have an adequate remedy at law for money
     damages, and therefore each of the parties hereto agrees that in the event
     of any such breach the Parent shall be entitled to the remedy of specific
     performance of such covenants and agreements and injunctive and other
     equitable relief in addition to any other remedy to which they may be
     entitled, at law or in equity.

          (f) Remedies Cumulative. All rights, powers and remedies provided
     under this Agreement or otherwise available in respect hereof at law or in
     equity shall be cumulative and not alternative, and the exercise of any
     thereof by any party shall not preclude the simultaneous or later exercise
     of any other such right, power or remedy by such party.

          (g) No Waiver. The failure of any party hereto to exercise any right,
     power or remedy provided under this Agreement or otherwise available in
     respect hereof at law or in equity, or to insist upon compliance by any
     other party hereto with its obligations hereunder, and any custom or
     practice of the parties at variance with the terms hereof, shall not
     constitute a waiver by such party of its right to exercise any such or
     other right, power or remedy or to demand such compliance.

          (h) No Third Party Beneficiaries. This Agreement is not intended to be
     for the benefit of, and shall not be enforceable by, any person or entity
     who or which is not a party hereto; provided that, in the event of the
     Stockholder's death, the benefits and obligations of the Stockholder
     hereunder shall inure to his successors and heirs.

          (i) Governing Law. This Agreement shall be governed and construed in
     accordance with the laws of the State of Delaware, without giving effect to
     the principles of conflicts of law thereof.

          (j) Jurisdiction. Each party hereby irrevocably submits to the
     exclusive jurisdiction of the Court of Chancery in the State of Delaware in
     any action, suit or proceeding arising in connection with this Agreement,
     and agrees that any such action, suit or proceeding shall be brought only
     in such court (and waives any objection based on


                                       8
<PAGE>

     forum non conveniens or any other objection to venue therein); provided,
     however, that such consent to jurisdiction is solely for the purpose
     referred to in this paragraph and shall not be deemed to be a general
     submission to the jurisdiction of said Court or in the State of Delaware
     other than for such purposes. Each party hereto hereby waives any right to
     a trial by jury in connection with any such action, suit or proceeding.

          (k) Descriptive Headings. The descriptive headings used herein are
     inserted for convenience of reference only and are not intended to be part
     of or to affect the meaning or interpretation of this Agreement.

          (l) Counterparts. This Agreement may be executed in counterparts, each
     of which shall be deemed to be an original, but all of which, taken
     together, shall constitute one and the same Agreement. This Agreement shall
     not be effective as to any party hereto until such time as this Agreement
     or a counterpart thereof has been executed and delivered by each party
     hereto.

     8. Termination. This Agreement shall terminate without any further action
on the part of any party hereto on the first to occur of the Effective Time or
the Termination Date.


                                       9
<PAGE>


                         VOTING AGREEMENT SIGNATURE PAGE

     IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the Stockholder and a duly authorized officer of Parent on the day and year
first written above.

                                        PARENT:

                                        CLEAR CHANNEL COMMUNICATIONS, INC.

                                        By:  /s/ Randall T. Mays
                                             -----------------------------------
                                             Randall T. Mays
                                             Executive Vice President
                                               and Chief Financial Officer
                                        Address: 200 Concord Plaza
                                                 Suite 600
                                                 San Antonio, Texas 78216
                                        Facsimile No.: (210) 822-2299


                                        STOCKHOLDER:

                                        By:  /s/ Thomas P. Benson
                                             -----------------------------------
                                             Thomas P. Benson




                                       10


<PAGE>




                                   SCHEDULE I

                                     Part A

Name of Owner                                  Shares
-------------                                  ------
Thomas P. Benson                28,500 shares of Company Class A Common Stock
                                0 shares of Company Class B Common Stock


















                            Part B


Name of Owner                              Other Securities
-------------                              ----------------
Thomas P. Benson                240,000 Options and Warrants