##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q/A
 (Amendment No. 1)
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM _________ TO __________
 Commission File Number
000-53354
 CC MEDIA HOLDINGS, INC.
  Delaware
    
    26-0241222(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)200 East Basse RoadSan Antonio, Texas
    
    78209(Address of principal executive offices)
    
    (Zip Code)
 (210) 822-2828
 þ o
 o o
  Large accelerated filer oAccelerated filer oNon-accelerated filer þ(Do not check if a smaller reporting company)Smaller reporting company o o þ
  Class
    
    Outstanding at November 9, 2009Class A common stock, $.001 par value
    
    
    23,431,004Class B common stock, $.001 par value
    
    
    555,556Class C common stock, $.001 par value
    
    
    58,967,502




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##### Table of Contents



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
Form 10-Q/A
Amendment No. 1
For the Quarterly Period Ended September 30, 2009
 Explanatory Note




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##### 



CC MEDIA HOLDINGS, INC. AND SUBSIDIARIES
 INDEX
 Page No.Part I  Financial InformationItem 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    4Part II  Other InformationItem 6. Exhibits
    
    
    33Signatures
    
    
    39EX-10.12EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Consummation of Merger
  Business Combinations Basis in Leveraged Buyout Transactions
  Format of Presentation
  
    
    The three and nine month periods ended September 30, 2009 and the period from July 31
through September 30, 2008 reflect our post-merger period. Subsequent to the acquisition, Clear
Channel became an indirect, wholly-owned subsidiary of ours and our business became that of Clear
Channel and its subsidiaries.
    
    The periods from January 1 through July 30, 2008 and July 1 through July 30, 2008 reflect
the pre-merger period of Clear Channel. Prior to the consummation of our acquisition of Clear
Channel, we had not conducted any activities, other than activities incident to our formation and
in connection with the acquisition, and did not have any assets or liabilities, other than as
related to the acquisition. The consolidated financial statements for all pre-merger periods were
prepared using the historical basis of accounting for Clear Channel. As a result of the merger
and the associated purchase accounting, the consolidated financial statements of the post-merger
periods are not comparable to periods preceding the merger.
    4




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Impairment Charges
 Impairment to Definite-lived Intangibles
    Impairment to FCC Licenses
   .
   5




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6




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(In thousands)Indefinite-lived intangible
    
    Revenue growth rate
    
    Profit margin
    
    Discount ratesFCC licenses
    
    $
    212,790
    
    
    $
    103,500
    
    
    $
    320,510
  (In thousands)Percent change in fair value
    
    Change to impairment5%
    
    $118,87710%
    
    $239,53615%
    
    $360,279
 Impairment to Billboard Permits
   .
 7




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8




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(In thousands)Indefinite-lived intangible
    
    Revenue growth rate
    
    Profit margin
    
    Discount ratesBillboard permits
    
    $
    386,700
    
    
    $
    73,300
    
    
    $
    408,300
  (In thousands)Percent change in fair value
    
    Change to impairment5%
    
    $  55,77610%
    
    $111,78215%
    
    $167,852
 Impairment to Goodwill
       9




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10




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Balances as of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balances as ofDecember 31,
    
    
    
    
    
    
    
    
    
    
    Foreign
    
    
    
    
    
    
    
    
    
    
    September 30,(In thousands)
    
    2008
    
    
    Acquisitions
    
    
    Dispositions
    
    
    Currency
    
    
    Impairment
    
    
    Adjustments
    
    
    2009United States Radio Markets
    
    $
    5,579,190
    
    
    $
    10,681
    
    
    $
    (62,410
    )
    
    $
    
    
    
    $
    (2,426,597
    )
    
    $
    46,557
    
    
    $
    3,147,421United States Outdoor Markets
    
    
    824,730
    
    
    
    2,250
    
    
    
    
    
    
    
    
    
    
    
    (324,893
    )
    
    
    73,546
    
    
    
    575,633Switzerland
    
    
    56,885
    
    
    
    
    
    
    
    
    
    
    
    1,087
    
    
    
    (7,827
    )
    
    
    
    
    
    
    50,145Ireland
    
    
    14,285
    
    
    
    
    
    
    
    
    
    
    
    302
    
    
    
    (10,360
    )
    
    
    
    
    
    
    4,227Baltics
    
    
    10,629
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,235
    )
    
    
    
    
    
    
    394Americas Outdoor  Mexico
    
    
    8,729
    
    
    
    
    
    
    
    
    
    
    
    7,220
    
    
    
    (10,085
    )
    
    
    (442
    )
    
    
    5,422Americas Outdoor  Chile
    
    
    3,964
    
    
    
    
    
    
    
    
    
    
    
    4,417
    
    
    
    (7,834
    )
    
    
    
    
    
    
    547Americas Outdoor  Peru
    
    
    45,284
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (37,609
    )
    
    
    
    
    
    
    7,675Americas Outdoor  Brazil
    
    
    4,971
    
    
    
    
    
    
    
    
    
    
    
    4,436
    
    
    
    (9,407
    )
    
    
    
    
    
    
    All Others  International Outdoor
    
    
    205,744
    
    
    
    110
    
    
    
    
    
    
    
    18,728
    
    
    
    (1,300
    )
    
    
    45,041
    
    
    
    268,323Other
    
    
    331,290
    
    
    
    
    
    
    
    (2,276
    )
    
    
    
    
    
    
    (211,988
    )
    
    
    
    
    
    
    117,026Americas Outdoor  Canada
    
    
    4,920
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,920
    )
    
    
    $
    7,090,621
    
    
    $
    13,041
    
    
    $
    (64,686
    )
    
    $
    36,190
    
    
    $
    (3,058,135
    )
    
    $
    159,782
    
    
    $
    4,176,813
  (In thousands)Reportable segment
    
    Revenue growth rate
    
    Profit margin
    
    Discount ratesRadio Broadcasting
    
    $
    670,000
    
    
    $
    190,000
    
    
    $
    650,000Americas Outdoor
    
    $
    320,000
    
    
    $
    90,000
    
    
    $
    300,000International Outdoor
    
    $
    140,000
    
    
    $
    100,000
    
    
    $
    120,000
  (In thousands)Reportable segment
    
    5%
    
    10%
    
    15%Radio Broadcasting
    
    $
    353,000
    
    
    $
    706,000
    
    
    $
    1,059,000Americas Outdoor
    
    $
    164,950
    
    
    $
    329,465
    
    
    $
    493,915International Outdoor
    
    $
    7,207
    
    
    $
    18,452
    
    
    $
    33,774
 11




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Restructuring Program
  Radio Broadcasting
       Americas and International Outdoor Advertising
   12




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Share-Based Payments
   13




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Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In millions)
    
    Post-Merger
    
    
    Combined
    
    
    Post-Merger
    
    
    CombinedRadio BroadcastingDirect Operating Expenses
    
    $
    0.9
    
    
    $
    12.5
    
    
    $
    2.8
    
    
    $
    16.8SG&A Expenses
    
    
    1.2
    
    
    
    15.1
    
    
    
    3.4
    
    
    
    20.1Americas Outdoor AdvertisingDirect Operating Expenses
    
    
    1.3
    
    
    
    1.9
    
    
    
    4.3
    
    
    
    5.0SG&A Expenses
    
    
    0.5
    
    
    
    0.5
    
    
    
    1.7
    
    
    
    1.7International Outdoor
AdvertisingDirect Operating Expenses
    
    
    0.4
    
    
    
    0.5
    
    
    
    1.4
    
    
    
    1.4SG&A Expenses
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.4
    
    
    
    0.3Corporate
    
    
    4.8
    
    
    
    18.3
    
    
    
    14.5
    
    
    
    24.0Total
    
    $
    9.2
    
    
    $
    48.9
    
    
    $
    28.5
    
    
    $
    69.3
 14




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RESULTS OF OPERATIONS
 Consolidated Results of Operations
  Three Months
    
    
    Period from July
    
    
    Period from
    
    
    Three MonthsEnded
    
    
    31 through
    
    
    July 1 through
    
    
    EndedSeptember 30,
    
    
    September 30,
    
    
    July 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    %(In thousands)
    
    Post-Merger
    
    
    Post-Merger
    
    
    Pre-Merger
    
    
    Combined
    
    
    ChangeRevenue
    
    $
    1,393,973
    
    
    $
    1,128,136
    
    
    $
    556,457
    
    
    $
    1,684,593
    
    
    
    (17
    %)Operating expenses:Direct operating expenses (excludes depreciation and amortization)
    
    
    632,778
    
    
    
    473,738
    
    
    
    256,667
    
    
    
    730,405
    
    
    
    (13
    %)Selling, general and administrative expenses (excludes depreciation and amortization)
    
    
    337,055
    
    
    
    291,469
    
    
    
    150,344
    
    
    
    441,813
    
    
    
    (24
    %)Depreciation and amortization
    
    
    190,189
    
    
    
    108,140
    
    
    
    54,323
    
    
    
    162,463
    
    
    
    17
    %Corporate expenses (excludes depreciation and amortization)
    
    
    79,723
    
    
    
    33,395
    
    
    
    31,392
    
    
    
    64,787
    
    
    
    23
    %Merger expenses
    
    
    
    
    
    
    
    
    
    
    79,839
    
    
    
    79,839Impairment charge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other operating income (expense)  net
    
    
    1,403
    
    
    
    842
    
    
    
    (4,624
    )
    
    
    (3,782
    )Operating income (loss)
    
    
    155,631
    
    
    
    222,236
    
    
    
    (20,732
    )
    
    
    201,504Interest expense
    
    
    369,314
    
    
    
    281,479
    
    
    
    31,032
    
    
    
    312,511Loss on marketable securities
    
    
    (13,378
    )
    
    
    
    
    
    
    
    
    
    
    Equity in earnings of nonconsolidated affiliates
    
    
    1,226
    
    
    
    2,097
    
    
    
    2,180
    
    
    
    4,277Other income (expense)  net
    
    
    222,282
    
    
    
    (10,914
    )
    
    
    (10,813
    )
    
    
    (21,727
    )Loss before income taxes and discontinued operations
    
    
    (3,553
    )
    
    
    (68,060
    )
    
    
    (60,397
    )
    
    
    (128,457
    )Income tax benefit (expense):Current
    
    
    (12,735
    )
    
    
    38,217
    
    
    
    97,600
    
    
    
    135,817Deferred
    
    
    (76,383
    )
    
    
    (5,008
    )
    
    
    (78,465
    )
    
    
    (83,473
    )Income tax benefit (expense)
    
    
    (89,118
    )
    
    
    33,209
    
    
    
    19,135
    
    
    
    52,344Loss before discontinued operations
    
    
    (92,671
    )
    
    
    (34,851
    )
    
    
    (41,262
    )
    
    
    (76,113
    )Loss from discontinued operations, net
    
    
    
    
    
    
    (1,013
    )
    
    
    (3,058
    )
    
    
    (4,071
    )Consolidated net loss
    
    $
    (92,671
    )
    
    $
    (35,864
    )
    
    $
    (44,320
    )
    
    $
    (80,184
    )
 15




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##### Table of Contents



Period from July 31Nine Months Ended
    
    
    through September
    
    
    Period from January
    
    
    Nine Months EndedSeptember 30,
    
    
    30,
    
    
    1 through July 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    %(In thousands)
    
    Post-Merger
    
    
    Post-Merger
    
    
    Pre-Merger
    
    
    Combined
    
    
    ChangeRevenue
    
    $
    4,039,825
    
    
    $
    1,128,136
    
    
    $
    3,951,742
    
    
    $
    5,079,878
    
    
    
    (20
    %)Operating expenses:Direct operating expenses (excludes
depreciation and amortization)
    
    
    1,888,203
    
    
    
    473,738
    
    
    
    1,706,099
    
    
    
    2,179,837
    
    
    
    (13
    %)Selling, general and administrative expenses
(excludes depreciation and amortization)
    
    
    1,075,149
    
    
    
    291,469
    
    
    
    1,022,459
    
    
    
    1,313,928
    
    
    
    (18
    %)Depreciation and amortization
    
    
    573,994
    
    
    
    108,140
    
    
    
    348,789
    
    
    
    456,929
    
    
    
    26
    %Corporate expenses (excludes depreciation and
amortization)
    
    
    177,445
    
    
    
    33,395
    
    
    
    125,669
    
    
    
    159,064
    
    
    
    12
    %Merger expenses
    
    
    
    
    
    
    
    
    
    
    87,684
    
    
    
    87,684Impairment charge
    
    
    4,041,252
    
    
    
    
    
    
    
    
    
    
    
    Other operating income (expense)  net
    
    
    (33,007
    )
    
    
    842
    
    
    
    14,827
    
    
    
    15,669Operating income (loss)
    
    
    (3,749,225
    )
    
    
    222,236
    
    
    
    675,869
    
    
    
    898,105Interest expense
    
    
    1,140,992
    
    
    
    281,479
    
    
    
    213,210
    
    
    
    494,689Gain (loss) on marketable securities
    
    
    (13,378
    )
    
    
    
    
    
    
    34,262
    
    
    
    34,262Equity in (loss) earnings of nonconsolidated
affiliates
    
    
    (20,681
    )
    
    
    2,097
    
    
    
    94,215
    
    
    
    96,312Other income (expense)  net
    
    
    649,731
    
    
    
    (10,914
    )
    
    
    (5,112
    )
    
    
    (16,026
    )Income (loss) before income taxes and
discontinued operations
    
    
    (4,274,545
    )
    
    
    (68,060
    )
    
    
    586,024
    
    
    
    517,964Income tax benefit (expense):Current
    
    
    (42,766
    )
    
    
    38,217
    
    
    
    (27,280
    )
    
    
    10,937Deferred
    
    
    118,608
    
    
    
    (5,008
    )
    
    
    (145,303
    )
    
    
    (150,311
    )Income tax benefit (expense)
    
    
    75,842
    
    
    
    33,209
    
    
    
    (172,583
    )
    
    
    (139,374
    )Income (loss) before discontinued operations
    
    
    (4,198,703
    )
    
    
    (34,851
    )
    
    
    413,441
    
    
    
    378,590Income (loss) from discontinued operations, net
    
    
    
    
    
    
    (1,013
    )
    
    
    640,236
    
    
    
    639,223Consolidated net income (loss)
    
    $
    (4,198,703
    )
    
    $
    (35,864
    )
    
    $
    1,053,677
    
    
    $
    1,017,813
 Consolidated Revenue
   Consolidated Direct Operating Expenses
  16




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Consolidated Selling, General and Administrative (SG&A) Expenses
   Depreciation and Amortization
   Corporate Expenses
   Impairment Charge
  17




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Other Operating Income (Expense)  Net
   Interest Expense
  Gain (Loss) on Marketable Securities
   Equity in Earnings (Loss) of Nonconsolidated Affiliates
   Other Income (Expense)  Net
    18




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##### Table of Contents



Income Tax Benefit (Expense)
     Income (Loss) from Discontinued Operations, Net
  Segment Revenue and Divisional Operating Expenses
 Radio Broadcasting
 Three Months Ended
    
    
    
    
    
    
    Nine Months EndedSeptember 30,
    
    
    
    
    
    
    September 30,2009
    
    
    2008
    
    
    %
    
    2009
    
    
    2008
    
    
    %(In thousands)
    
    Post-Merger
    
    
    Combined
    
    Change
    
    Post-Merger
    
    
    Combined
    
    ChangeRevenue
    
    $
    703,232
    
    
    $
    843,943
    
    
    
    (17
    %)
    
    $
    2,024,421
    
    
    $
    2,505,037
    
    
    
    (19
    %)Direct operating expenses
    
    
    214,748
    
    
    
    252,763
    
    
    
    (15
    %)
    
    
    676,515
    
    
    
    729,589
    
    
    
    (7
    %)Selling, general and
administrative expenses
    
    
    222,927
    
    
    
    289,964
    
    
    
    (23
    %)
    
    
    688,493
    
    
    
    845,207
    
    
    
    (19
    %)Depreciation and amortization
    
    
    63,008
    
    
    
    27,025
    
    
    
    133
    %
    
    
    197,830
    
    
    
    79,527
    
    
    
    149
    %Operating income
    
    $
    202,549
    
    
    $
    274,191
    
    
    
    (26
    %)
    
    $
    461,583
    
    
    $
    850,714
    
    
    
    (46
    %)
 Three Months
   19




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Nine Months
    Americas Outdoor Advertising
 Three Months Ended
    
    
    
    
    
    
    Nine Months EndedSeptember 30,
    
    
    
    
    
    
    September 30,2009
    
    
    2008
    
    
    %
    
    2009
    
    
    2008
    
    
    %(In thousands)
    
    Post-Merger
    
    
    Combined
    
    Change
    
    Post-Merger
    
    
    Combined
    
    ChangeRevenue
    
    $
    312,537
    
    
    $
    369,730
    
    
    
    (15
    %)
    
    $
    898,277
    
    
    $
    1,088,070
    
    
    
    (17
    %)Direct operating expenses
    
    
    147,250
    
    
    
    162,868
    
    
    
    (10
    %)
    
    
    440,885
    
    
    
    480,133
    
    
    
    (8
    %)Selling, general and
administrative expenses
    
    
    47,602
    
    
    
    59,787
    
    
    
    (20
    %)
    
    
    147,839
    
    
    
    178,219
    
    
    
    (17
    %)Depreciation and amortization
    
    
    54,102
    
    
    
    55,867
    
    
    
    (3
    %)
    
    
    158,612
    
    
    
    155,239
    
    
    
    2
    %Operating income
    
    $
    63,583
    
    
    $
    91,208
    
    
    
    (30
    %)
    
    $
    150,941
    
    
    $
    274,479
    
    
    
    (45
    %)
 Three Months
    Nine Months
  20




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International Outdoor Advertising
 Three Months Ended
    
    
    
    
    
    
    Nine Months EndedSeptember 30,
    
    
    
    
    
    
    September 30,2009
    
    
    2008
    
    
    %
    
    2009
    
    
    2008
    
    
    %(In thousands)
    
    Post-Merger
    
    
    Combined
    
    Change
    
    Post-Merger
    
    
    Combined
    
    ChangeRevenue
    
    $
    348,085
    
    
    $
    443,645
    
    
    
    (22
    %)
    
    $
    1,036,678
    
    
    $
    1,415,692
    
    
    
    (27
    %)Direct operating expenses
    
    
    251,516
    
    
    
    300,249
    
    
    
    (16
    %)
    
    
    729,798
    
    
    
    944,062
    
    
    
    (23
    %)Selling, general and
administrative expenses
    
    
    61,222
    
    
    
    82,590
    
    
    
    (26
    %)
    
    
    200,091
    
    
    
    259,802
    
    
    
    (23
    %)Depreciation and amortization
    
    
    56,951
    
    
    
    62,931
    
    
    
    (10
    %)
    
    
    169,157
    
    
    
    173,413
    
    
    
    (2
    %)Operating income (loss)
    
    $
    (21,604
    )
    
    $
    (2,125
    )
    
    
    (917
    %)
    
    $
    (62,368
    )
    
    $
    38,415
    
    
    
    (262
    %)
 Three Months
   Nine Months
   21




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##### Table of Contents



Reconciliation of Segment Operating Income (Loss) to Consolidated Operating Income (Loss)
 Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)
    
    Post-Merger
    
    
    Combined
    
    
    Post-Merger
    
    
    CombinedRadio Broadcasting
    
    $
    202,549
    
    
    $
    274,191
    
    
    $
    461,583
    
    
    $
    850,714Americas Outdoor Advertising
    
    
    63,583
    
    
    
    91,208
    
    
    
    150,941
    
    
    
    274,479International Outdoor Advertising
    
    
    (21,604
    )
    
    
    (2,125
    )
    
    
    (62,368
    )
    
    
    38,415Other
    
    
    (8,535
    )
    
    
    (10,049
    )
    
    
    (41,700
    )
    
    
    (23,306
    )Impairment charge
    
    
    
    
    
    
    
    
    
    
    (4,041,252
    )
    
    
    Other operating income (expense)  net
    
    
    1,403
    
    
    
    (3,782
    )
    
    
    (33,007
    )
    
    
    15,669Corporate and merger expenses
    
    
    (81,765
    )
    
    
    (147,939
    )
    
    
    (183,422
    )
    
    
    (257,866
    )Consolidated operating income (loss)
    
    $
    155,631
    
    
    $
    201,504
    
    
    $
    (3,749,225
    )
    
    $
    898,105
 LIQUIDITY AND CAPITAL RESOURCES
  Cash Flows
 Nine Months Ended September 30,2009
    
    2008(In thousands)
    
    Post-Merger
    
    CombinedCash provided by (used in):Operating activities
    
    $
    10,102
    
    
    $
    1,080,549Investing activities
    
    $
    (67,019
    )
    
    $
    (17,924,452
    )Financing activities
    
    $
    1,191,841
    
    
    $
    15,913,330Discontinued operations
    
    $
    
    
    
    $
    1,029,174
 Operating Activities
   Investing Activities
  22




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Financing Activities
   Discontinued Operations
  Anticipated Cash Requirements
     23




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##### Table of Contents



SOURCES OF CAPITAL
  September 30,
    
    
    December 31,(In millions)
    
    2009
    
    
    2008Term Loan A Facility
    
    $
    1,331.5
    
    
    $
    1,331.5Term Loan B Facility
    
    
    10,700.0
    
    
    
    10,700.0Term LoanC  Asset Sale Facility
    
    
    695.9
    
    
    
    695.9Revolving Credit Facility
    
    
    1,817.5
    
    
    
    220.0Delayed Draw Term Loan Facilities
    
    
    1,032.5
    
    
    
    532.5Receivables Based Credit Facility
    
    
    332.2
    
    
    
    445.6Secured Subsidiary Debt
    
    
    5.4
    
    
    
    6.6Total Secured Debt
    
    
    15,915.0
    
    
    
    13,932.1Senior Cash Pay Notes
    
    
    796.3
    
    
    
    980.0Senior Toggle Notes
    
    
    1,027.7
    
    
    
    1,330.0Clear Channel Senior Notes (a)
    
    
    2,444.9
    
    
    
    3,192.2Clear Channel Subsidiary Debt
    
    
    79.9
    
    
    
    69.3Total Debt
    
    
    20,263.8
    
    
    
    19,503.6Less: Cash and cash equivalents
    
    
    1,374.8
    
    
    
    239.8$
    18,889.0
    
    
    $
    19,263.8
 
 (a)
    
    Includes $831.6 million and $1.1 billion at September 30, 2009 and December 31, 2008,
respectively, in unamortized fair value purchase accounting discounts related to the merger with
Clear Channel.  24




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##### Table of Contents



Senior Secured Credit Facilities
   
    
    with respect to loans under the term loan A facility and the revolving credit
facility, (i) 2.40% in the case of base rate loans and (ii) 3.40% in the case of
Eurocurrency rate loans, subject to downward adjustments if Clear Channels leverage
ratio of total debt to EBITDA (as calculated in accordance with the senior secured
credit facilities) decreases below 7 to 1; and
    
    with respect to loans under the term loan B facility, term loanC  asset sale
facility and delayed draw term loan facilities, (i) 2.65% in the case of base rate
loans and (ii) 3.65% in the case of Eurocurrency rate loans, subject to downward
adjustments if Clear Channels leverage ratio of total debt to EBITDA decreases below 7
to 1.
   Receivables Based Credit Facility
    25




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Senior Cash Pay Notes and Senior Toggle Notes
    26




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##### Table of Contents



Debt Maturities and Other
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2009(In thousands)
    
    Post-Merger
    
    
    Post-MergerCC Finco, LLC4.25% Senior Notes Due 2009
    
    $
    
    
    
    $
    33,5004.5% Senior Notes Due 2010
    
    
    
    
    
    
    10,0257.65% Senior Notes Due 2010
    
    
    
    
    
    
    17,5006.25% Senior Notes Due 2011
    
    
    20,204
    
    
    
    30,2044.4% Senior Notes Due 2011
    
    
    56,038
    
    
    
    83,0385.0% Senior Notes Due 2012
    
    
    19,949
    
    
    
    25,9495.75% Senior Notes Due 2013
    
    
    116,395
    
    
    
    163,6305.5% Senior Notes Due 2014
    
    
    199,545
    
    
    
    199,545Senior Toggle Notes
    
    
    116,411
    
    
    
    116,411Principal amount of debt repurchased
    
    
    528,542
    
    
    
    679,802Purchase accounting adjustments (1)
    
    
    (118,834
    )
    
    
    (141,844
    )Gain recorded in Other income (expense) (2)
    
    
    (228,994
    )
    
    
    (295,558
    )Cash paid for repurchases of long-term debt
    
    $
    180,714
    
    
    $
    242,400CC Finco II, LLCSenior Cash Pay Notes
    
    $
    
    
    
    $
    183,750Senior Toggle Notes
    
    
    
    
    
    
    249,375Principal amount of debt repurchased
    
    
    
    
    
    
    433,125Deferred loan costs and other
    
    
    
    
    
    
    (813
    )Gain recorded in Other income (expense) (2)
    
    
    
    
    
    
    (373,775
    )Cash paid for repurchases of long-term debt
    
    $
    
    
    
    $
    58,537
 
 (1)
    
    Represents unamortized fair value purchase accounting discounts recorded as a result of
the merger.(2)
    
    CC Finco, LLC, and CC Finco II, LLC, repurchased certain of Clear Channels legacy
notes, senior cash pay notes and senior toggle notes at a discount, resulting in a gain on
the extinguishment of debt.   Dispositions and Other
    27




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##### Table of Contents



USES OF CAPITAL
 Capital Expenditures
  Nine Months Ended September 30, 2009 Capital ExpendituresAmericas
    
    
    InternationalOutdoor
    
    
    Outdoor
    
    
    Corporate(In millions)
    
    Radio
    
    
    Advertising
    
    
    Advertising
    
    
    and Other
    
    
    TotalNon-revenue producing
    
    $
    33.5
    
    
    $
    12.2
    
    
    $
    15.6
    
    
    $
    3.3
    
    
    $
    64.6Revenue producing
    
    
    
    
    
    
    45.9
    
    
    
    40.3
    
    
    
    
    
    
    
    86.2$
    33.5
    
    
    $
    58.1
    
    
    $
    55.9
    
    
    $
    3.3
    
    
    $
    150.8
  Certain Relationships with the Sponsors
   Commitments, Contingencies and Guarantees
   28




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##### Table of Contents



MARKET RISK
  Interest Rate Risk
    Equity Price Risk
  Foreign Currency Exchange Rate Risk
    New Accounting Pronouncements
 Measuring Liabilities at Fair Value Fair Value
Measurements and Disclosures-Overall
 The FASB Accounting Standards
Codification TM and the Hierarchy of Generally Accepted Accounting Principles
 29




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##### Table of Contents



Amendments to FASB Interpretation No.
46(R) Consolidation of Variable Interest Entities
 Subsequent Events
 Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating
Securities
 Noncontrolling Interests in Consolidated
Financial Statements  an amendment of ARB No. 51
 30




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##### Table of Contents



Disclosures about Derivative Instruments
and Hedging Activities
 Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly
 Recognition
and Presentation of Other-Than-Temporary Impairments
 Accounting for Assets
Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies
 Interim
Disclosures about Fair Value of Financial Instruments
 Equity
Method Investment Accounting Considerations
 Inflation
  31




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##### Table of Contents



Risks Regarding Forward-Looking Statements
   
    
    the impact of the substantial indebtedness incurred to finance the consummation
of the merger;
    
    risks associated with the global economic crisis and its impact on capital
markets and liquidity;
    
    the impact of the global economic downturn, which has adversely affected
advertising revenues across our businesses and other general economic and political
conditions in the United States. and in other countries in which we currently do
business, including those resulting from recessions, political events and acts or
threats of terrorism or military conflicts;
    
    the need to allocate significant amounts of our cash flow to make payments on our
indebtedness, which in turn could reduce our financial flexibility and ability to
fund other activities;
    
    our restructuring program may not be entirely successful;
    
    the effect of leverage on our financial position and earnings;
    
    access to capital markets and borrowed indebtedness;
    
    the impact of the geopolitical environment;
    
    shifts in population and other demographics;
    
    industry conditions, including competition;
    
    fluctuations in operating costs;
    
    technological changes and innovations;
    
    changes in labor conditions;
    
    fluctuations in exchange rates and currency values;
    
    capital expenditure requirements;
    
    the outcome of pending and future litigation settlements;
    
    legislative or regulatory requirements;
    
    changes in interest rates;
    
    taxes;
    
    our ability to integrate the operations of recently acquired companies;
    
    the impact of planned divestitures; and
    
    certain other factors set forth in our filings with the SEC, including our Annual
Report on Form 10-K for the year ended December 31, 2008.
  32




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##### Table of Contents



PART II. FINANCIAL INFORMATION
 
 Item 6. Exhibits
 ExhibitNumber
    
    Description2.1
    
    Agreement and Plan of Merger, dated as of November 16, 2006, by
and among BT Triple Crown Merger Co., Inc., B Triple Crown Finco,
LLC, T Triple Crown Finco, LLC and Clear Channel Communications,
Inc. Incorporated by reference from Exhibit 2.1 to the Current
Report on Form 8-K filed by Clear Channel Communications, Inc.
with the Securities and Exchange Commission on November 16, 2006.2.2
    
    Amendment No. 1, dated as of April 18, 2007, to the Agreement and
Plan of Merger, dated as of November 16, 2006, by and among BT
Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple
Crown Finco, LLC and Clear Channel Communications, Inc.
Incorporated by reference from Exhibit 2.1 to the Current Report
on Form 8-K filed by Clear Channel Communications, Inc. with the
Securities and Exchange Commission on April 19, 2007.2.3
    
    Amendment No. 2, dated as of May 17, 2007, to the Agreement and
Plan of Merger, dated as of November 16, 2006, by and among BT
Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple
Crown Finco, LLC, BT Triple Crown Holdings III, Inc. and Clear
Channel Communications, Inc. Incorporated by reference from
Exhibit 2.1 to the Current Report on Form 8-K filed by Clear
Channel Communications, Inc. with the Securities and Exchange
Commission on May 18, 2007.2.4
    
    Amendment No. 3, dated as of May 13, 2008, to the Agreement and
Plan of Merger, dated as of November 16, 2006, by and among BT
Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple
Crown Finco, LLC, CC Media Holdings, Inc. and Clear Channel
Communications, Inc. Incorporated by reference from Exhibit 2.1 to
the Current Report on Form 8-K filed by Clear Channel
Communications, Inc. with the Securities and Exchange Commission
on May 14, 2008.2.5
    
    Asset Purchase Agreement, dated as of April 20, 2007, between
Clear Channel Broadcasting, Inc., ABO Broadcasting Operations,
LLC, Ackerley Broadcasting Fresno, LLC, AK Mobile Television,
Inc., Bel Meade Broadcasting, Inc., Capstar Radio Operating
Company, Capstar TX Limited Partnership, CCB Texas Licenses, L.P.,
Central NY News, Inc., Citicasters Co., Clear Channel Broadcasting
Licenses, Inc., Clear Channel Investments, Inc. and TV Acquisition
LLC. Incorporated by reference from Exhibit 2.1 to the Current
Report on Form 8-K filed by Clear Channel Communications, Inc.
with the Securities and Exchange Commission on April 26, 2007.3.1
    
    Third Amended and Restated Certificate of Incorporation of CC
Media Holdings, Inc. Incorporated by reference from Exhibit 3.1 to
the Registration Statement on Form S-4 (Registration No.
333-151345) filed by CC Media Holdings, Inc. with the Securities
and Exchange Commission on June 2, 2008 and declared effective by
the Securities and Exchange Commission on June 17, 2008.3.2
    
    Amended and Restated Bylaws of CC Media Holdings, Inc.
Incorporated by reference from Exhibit 3.2 to the Registration
Statement on Form S-4 (Registration No. 333-151345) filed by CC
Media Holdings, Inc. with the Securities and Exchange Commission
on June 2, 2008 and declared effective by the Securities and
Exchange Commission on June 17, 2008.4.1
    
    Senior Indenture, dated as of October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New York as
Trustee. Incorporated by reference from Exhibit 4.2 the Quarterly
Report on Form 10-Q filed by Clear Channel Communications, Inc.
with the Securities and Exchange Commission on November 6, 1997.4.2
    
    Third Supplemental Indenture, dated as of June 16, 1998 to Senior
Indenture, dated as of October 1, 1997, by and between Clear
Channel Communications, Inc. and the Bank of New York, as Trustee.
Incorporated by reference from Exhibit 4.2 to the Current Report
on Form 8-K filed by Clear Channel Communications, Inc. with the
Securities and Exchange Commission on August 28, 1998.
 33




---



##### Table of Contents



ExhibitNumber
    
    Description4.3
    
    Ninth Supplemental Indenture, dated as of September 12, 2000, to
Senior Indenture, dated as of October 1, 1997, by and between Clear
Channel Communications, Inc. and The Bank of New York, as Trustee.
Incorporated by reference from Exhibit 4.11 to the Quarterly Report
on Form 10-Q filed by Clear Channel Communications, Inc. with the
Securities and Exchange Commission on November 14, 2000.4.4
    
    Eleventh Supplemental Indenture, dated as of January 9, 2003, to
Senior Indenture, dated as of October 1, 1997, by and between Clear
Channel Communications, Inc. and The Bank of New York as Trustee.
Incorporated by reference from Exhibit 4.17 the Annual Report on
Form 10-K filed by Clear Channel Communications, Inc. with the
Securities and Exchange Commission on March 11, 2003.4.5
    
    Fourteenth Supplemental Indenture, dated as of May 21, 2003, to
Senior Indenture, dated as of October 1, 1997, by and between Clear
Channel Communications, Inc. and The Bank of New York, as Trustee.
Incorporated by reference from Exhibit 99.3 to the Current Report
on Form 8-K filed by Clear Channel Communications, Inc. with the
Securities and Exchange Commission on May 22, 2003.4.6
    
    Sixteenth Supplemental Indenture, dated as of December 9, 2003, to
Senior Indenture, dated as of October 1, 1997, by and between Clear
Channel Communications, Inc. and The Bank of New York, as Trustee.
Incorporated by reference from Exhibit 99.3 to the Current Report
on Form 8-K filed by Clear Channel Communications, Inc. with the
Securities and Exchange Commission on December 10, 2003.4.7
    
    Seventeenth Supplemental Indenture, dated as of September 15, 2004,
to Senior Indenture, dated as of October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New York, as
Trustee. Incorporated by reference from Exhibit 10.1 to the Current
Report on Form 8-K filed by Clear Channel Communications, Inc. with
the Securities and Exchange Commission on September 21, 2004.4.8
    
    Eighteenth Supplemental Indenture, dated as of November 22, 2004,
to Senior Indenture, dated as of October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New York, as
Trustee. Incorporated by reference from Exhibit 10.1 to the Current
Report on Form 8-K filed by Clear Channel Communications, Inc. with
the Securities and Exchange Commission on November 23, 2004.4.9
    
    Nineteenth Supplemental Indenture, dated as of December 13, 2004,
to Senior Indenture, dated as of October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New York, as
Trustee. Incorporated by reference from Exhibit 10.1 to the Current
Report on Form 8-K filed by Clear Channel Communications, Inc. with
the Securities and Exchange Commission on December 17, 2004.4.10
    
    Twentieth Supplemental Indenture, dated as of March 21, 2006, to
Senior Indenture, dated as of October 1, 1997, by and between Clear
Channel Communications, Inc. and The Bank of New York, as Trustee.
Incorporated by reference from Exhibit 10.1 to the Current Report
on Form 8-K filed by Clear Channel Communications, Inc. with the
Securities and Exchange Commission on March 24, 2006.4.11
    
    Twenty-first Supplemental Indenture, dated as of August 15, 2006,
to Senior Indenture, dated as of October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New York, as
Trustee. Incorporated by reference from Exhibit 10.1 to the Current
Report on Form 8-K filed by Clear Channel Communications, Inc. with
the Securities and Exchange Commission on August 16, 2006.4.12
    
    Twenty-Second Supplemental Indenture, dated as of January 2, 2008,
to Senior Indenture, dated as of October 1, 1997, by and between
Clear Channel Communications, Inc. and The Bank of New York, as
Trustee. Incorporated by reference from Exhibit 4.1 to the Current
Report on Form 8-K filed by Clear Channel Communications, Inc. with
the Securities and Exchange Commission on January 4, 2008.4.13
    
    Indenture, dated as of July 30, 2008, by and among BT Triple Crown
Merger Co., Inc., Law Debenture Trust Company of New York, Deutsche
Bank Trust Company Americas and Clear Channel Communications, Inc.
(as the successor-in-interest to BT Triple Crown Merger Co., Inc.
following the effectiveness of the merger). Incorporated by
reference from Exhibit 10.16 to the Current Report on Form 8-K
filed by CC Media Holdings, Inc. with the Securities and Exchange
Commission on July 30, 2008.
 34




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##### Table of Contents



ExhibitNumber
    
    Description4.14
    
    Supplemental Indenture, dated as of July 30, 2008, by and among
Clear Channel Capital I, LLC, certain subsidiaries of Clear Channel
Communications, Inc. party thereto and Law Debenture Trust Company
of New York. Incorporated by reference from Exhibit 10.17 to the
Current Report on Form 8-K filed by CC Media Holdings, Inc. with
the Securities and Exchange Commission on July 30, 2008.4.15
    
    Supplemental Indenture, dated as of December 9, 2008, by and
between CC Finco Holdings, LLC and Law Debenture Trust Company of
New York. Incorporated by reference from Exhibit 10.24 to the Form
10-K filed by CC Media Holdings, Inc. with the Securities and
Exchange Commission on March 2, 2009.4.16
    
    Registration Rights Agreement, dated as of July 30, 2008, by and
among Clear Channel Communications, Inc., certain subsidiaries of
Clear Channel Communications, Inc. party thereto, Deutsche Bank
Securities Inc., Morgan Stanley & Co. Incorporated, Citigroup
Global Markets Inc., Credit Suisse Securities (USA) LLC, Greenwich
Capital Markets, Inc. and Wachovia Capital Markets, LLC.
Incorporated by reference from Exhibit 10.18 to the Current Report
on Form 8-K filed by CC Media Holdings, Inc. with the Securities
and Exchange Commission on July 30, 2008.10.1
    
    First Amended and Restated Management Agreement, dated as of July
28, 2008, by and among CC Media Holdings, Inc., Clear Channel
Communications, Inc. (as the successor-in-interest to BT Triple
Crown Merger Co., Inc. following the effectiveness of the merger),
B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, THL Managers
VI, LLC and Bain Capital Partners, LLC. Incorporated by reference
from Exhibit 10.1 to the Current Report on Form 8-K filed by CC
Media Holdings, Inc. with the Securities and Exchange Commission on
July 30, 2008.10.2
    
    Stockholders Agreement, dated as of July 29, 2008, by and among CC
Media Holdings, Inc., Clear Channel Capital IV, LLC, Clear Channel
Capital V, L.P., L. Lowry Mays, Randall T. Mays, Mark P. Mays, LLM
Partners, Ltd., MPM Partners, Ltd. And RTM Partners, Ltd.
Incorporated by reference to Exhibit 4 to the Form 8-A Registration
Statement filed by CC Media Holdings, Inc. with the Securities and
Exchange Commission on July 30, 2008.10.3
    
    Side Letter Agreement, dated as of July 29, 2008, among CC Media
Holdings, Inc., Clear Channel Capital IV, LLC, Clear Channel
Capital V, L.P., L. Lowry Mays, Mark P. Mays, Randall T. Mays, LLM
Partners, Ltd., MPM Partners Ltd. And RTM Partners, Ltd.
Incorporated by reference to Exhibit 5 to the Form 8-A Registration
Statement filed by CC Media Holdings, Inc. with the Securities and
Exchange Commission on July 30, 2008.10.4
    
    Affiliate Transactions Agreement, dated as of July 30, 2008, by and
among CC Media Holdings, Inc., Bain Capital Fund IX, L.P., Thomas
H. Lee Equity Fund VI, L.P. and BT Triple Crown Merger Co., Inc.
Incorporated by reference from Exhibit 6 to the Form 8-A
Registration Statement filed by CC Media Holdings, Inc. with the
Securities and Exchange Commission on July 30, 2008.10.5
    
    Amended and Restated Employment Agreement, dated July 28, 2008, by
and between CC Media Holdings, Inc., Clear Channel Communications,
Inc. (as the successor-in-interest to BT Triple Crown Merger Co.,
Inc. following the effectiveness of the merger) and Randall T.
Mays. Incorporated by reference from Exhibit 10.5 to the Current
Report on Form 8-K filed by CC Media Holdings, Inc. with the
Securities and Exchange Commission on July 30, 2008.10.6
    
    Amendment to Amended and Restated Employment Agreement, dated
January 20, 2009, by and between CC Media Holdings, Inc., Clear
Channel Communications, Inc. (as the successor-in-interest to BT
Triple Crown Merger Co., Inc. following the effectiveness of the
merger) and Randall T. Mays. Incorporated by reference from Exhibit
10.2 to the Current Report on Form 8-K filed by CC Media Holdings,
Inc. with the Securities and Exchange Commission on January 21,
2009.10.7
    
    Amended and Restated Employment Agreement, dated July 28, 2008, by
and between CC Media Holdings, Inc., Clear Channel Communications,
Inc. (as the successor-in-interest to BT Triple Crown Merger Co.,
Inc. following the effectiveness of the merger) and Mark P. Mays.
Incorporated by reference from Exhibit 10.6 to the Current Report
on Form 8-K filed by CC Media Holdings, Inc. with the Securities
and Exchange Commission on July 30, 2008.
 35




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##### Table of Contents



ExhibitNumber
    
    Description10.8
    
    Amendment to Amended and Restated Employment Agreement, dated
January 20, 2009, by and between CC Media Holdings, Inc., Clear
Channel Communications, Inc. (as the successor-in-interest to BT
Triple Crown Merger Co., Inc. following the effectiveness of the
merger) and Mark P. Mays. Incorporated by reference from Exhibit
10.1 to the Current Report on Form 8-K filed by CC Media Holdings,
Inc. with the Securities and Exchange Commission on January 21,
2009.10.9
    
    Amended and Restated Employment Agreement, dated July 28, 2008, by
and between CC Media Holdings, Inc., Clear Channel Communications,
Inc. (as the successor-in-interest to BT Triple Crown Merger Co.,
Inc. following the effectiveness of the merger) and L. Lowry Mays.
Incorporated by reference from Exhibit 10.7 to the Current Report
on Form 8-K filed by CC Media Holdings, Inc. with the Securities
and Exchange Commission on July 30, 2008.10.10
    
    Employment Agreement, dated June 29, 2008, by and between Clear
Channel Broadcasting, Inc. and John E. Hogan. Incorporated by
reference from Exhibit 10.8 to the Current Report on Form 8-K filed
by CC Media Holdings, Inc. with the Securities and Exchange
Commission on July 30, 2008.10.11
    
    Employment Separation Agreement, dated July 13, 2009, by and
between CC Media Holdings, Inc. and Andrew W. Levin. Incorporated
by reference from Exhibit 10.1 to the Current Report on Form 8-K
filed by CC Media Holdings, Inc. with the Securities and Exchange
Commission on July 16, 2009.10.12*
    
    Employment Separation Agreement, dated October 19, 2009, by and
between Clear Channel Communications, Inc. and Herbert W. Hill.10.13
    
    Credit Agreement, dated as of May 13, 2008, by and among Clear
Channel Communications, Inc. (as the successor-in-interest to BT
Triple Crown Merger Co., Inc. following the effectiveness of the
merger), the subsidiary borrowers of Clear Channel Communications,
Inc. party thereto (following the effectiveness of the merger),
Clear Channel Capital I, LLC (following the effectiveness of the
merger), the lenders party thereto, Citibank, N.A., as
Administrative Agent, and the other agents party thereto.
Incorporated by reference from Exhibit 10.2 to the Registration
Statement on Form S-4 (Registration No. 333-151345) filed by CC
Media Holdings, Inc. with the Securities and Exchange Commission on
June 2, 2008 and declared effective by the Securities and Exchange
Commission on June 17, 2008.10.14
    
    Amendment No. 1, dated as of July 9, 2008, to the Credit Agreement,
dated as of May 13, 2008, by and among Clear Channel
Communications, Inc. (as the successor-in-interest to BT Triple
Crown Merger Co., Inc. following the effectiveness of the merger),
the subsidiary borrowers of Clear Channel Communications, Inc.
party thereto (following the effectiveness of the merger), Clear
Channel Capital I, LLC (following the effectiveness of the merger),
the lenders party thereto, Citibank, N.A., as Administrative Agent,
and the other agents party thereto. Incorporated by reference from
Exhibit 10.10 to the Current Report on Form 8-K filed by CC Media
Holdings, Inc. with the Securities and Exchange Commission on July
30, 2008.10.15
    
    Amendment No. 2, dated as of July 28, 2008, to the Credit
Agreement, dated as of May 13, 2008, by and among Clear Channel
Communications, Inc. (as the successor-in-interest to BT Triple
Crown Merger Co., Inc. following the effectiveness of the merger),
the subsidiary borrowers of Clear Channel Communications, Inc.
party thereto (following the effectiveness of the merger), Clear
Channel Capital I, LLC (following the effectiveness of the merger),
the lenders party thereto, Citibank, N.A., as Administrative Agent,
and the other agents party thereto. Incorporated by reference from
Exhibit 10.11 to the Current Report on Form 8-K filed by CC Media
Holdings, Inc. with the Securities and Exchange Commission on July
30, 2008.10.16
    
    Credit Agreement, dated as of May 13, 2008, by and among Clear
Channel Communications, Inc. (as the successor-in-interest to BT
Triple Crown Merger Co., Inc. following the effectiveness of the
merger), the subsidiary borrowers of Clear Channel Communications,
Inc. party thereto (following the effectiveness of the merger),
Clear Channel Capital I, LLC (following the effectiveness of the
merger), the lenders party thereto, Citibank, N.A., as
Administrative Agent, and the other agents party thereto.
Incorporated by reference from Exhibit 10.3 to the Registration
Statement on Form S-4 (Registration No. 333-151345) filed by CC
Media Holdings, Inc. with the Securities and Exchange Commission on
June 2, 2008 and declared effective by the Securities and Exchange
Commission on June 17, 2008.
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ExhibitNumber
    
    Description10.17
    
    Amendment No. 1, dated as of July 9, 2008, to the Credit Agreement,
dated as of May 13, 2008, by and among Clear Channel
Communications, Inc. (as the successor-in-interest to BT Triple
Crown Merger Co., Inc. following the effectiveness of the merger),
the subsidiary borrowers of Clear Channel Communications, Inc.
party thereto (following the effectiveness of the merger), Clear
Channel Capital I, LLC (following the effectiveness of the merger),
the lenders party thereto, Citibank, N.A., as Administrative Agent,
and the other agents party thereto. Incorporated by reference from
Exhibit 10.13 to the Current Report on Form 8-K filed by CC Media
Holdings, Inc. with the Securities and Exchange Commission on July
30, 2008.10.18
    
    Amendment No. 2, dated as of July 28, 2008, to the Credit
Agreement, dated as of May 13, 2008, by and among Clear Channel
Communications, Inc. (as the successor-in-interest to BT Triple
Crown Merger Co., Inc. following the effectiveness of the merger),
the subsidiary borrowers of Clear Channel Communications, Inc.
party thereto (following the effectiveness of the merger), Clear
Channel Capital I, LLC (following the effectiveness of the merger),
the lenders party thereto, Citibank, N.A., as Administrative Agent,
and the other agents party thereto. Incorporated by reference from
Exhibit 10.14 to the Current Report on Form 8-K filed by CC Media
Holdings, Inc. with the Securities and Exchange Commission on July
30, 2008.10.19
    
    Purchase Agreement, dated May 13, 2008, by and among BT Triple
Crown Merger Co., Inc., Deutsche Bank Securities Inc., Morgan
Stanley & Co. Incorporated, Citigroup Global Markets Inc., Credit
Suisse Securities (USA) LLC, Greenwich Capital Markets, Inc. and
Wachovia Capital Markets, LLC Incorporated by reference from
Exhibit 10.4 to the Registration Statement on Form S-4
(Registration No. 333-151345) filed by CC Media Holdings, Inc. with
the Securities and Exchange Commission on June 2, 2008 and declared
effective by the Securities and Exchange Commission on June 17,
2008.10.20
    
    Form of Indemnification Agreement. Incorporated by reference from
Exhibit 10.26 to the Current Report on Form 8-K filed by CC Media
Holdings, Inc. with the Securities and Exchange Commission on July
30, 2008.10.21
    
    Amended and Restated Voting Agreement dated as of May 13, 2008 by
and among BT Triple Crown Merger Co., Inc., B Triple Crown Finco,
LLC, T Triple Crown Finco, LLC, CC Media Holdings, Inc., Highfields
Capital I LP, Highfields Capital II LP, Highfields Capital III LP
and Highfields Capital Management LP. Incorporated by reference
from Annex E to the Registration Statement on Form S-4
(Registration No. 333-151345) filed by CC Media Holdings, Inc. with
the Securities and Exchange Commission on June 2, 2008 and declared
effective by the Securities and Exchange Commission on June 17,
2008.10.22
    
    Voting Agreement dated as of May 13, 2008 by and among BT Triple
Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown
Finco, LLC, CC Media Holdings, Inc., Abrams Capital Partners I, LP,
Abrams Capital Partners II, LP, Whitecrest Partners, LP, Abrams
Capital International, Ltd. and Riva Capital Partners, LP.
Incorporated by reference from Annex F to the Registration
Statement on Form S-4 (Registration No. 333-151345) filed by CC
Media Holdings, Inc. with the Securities and Exchange Commission on
June 2, 2008 and declared effective by the Securities and Exchange
Commission on June 17, 2008.10.23
    
    Clear Channel 2008 Incentive Plan. Incorporated by reference from
Exhibit 10.19 to the Current Report on Form 8-K filed by CC Media
Holdings, Inc. with the Securities and Exchange Commission on July
30, 2008.10.24
    
    Form of Senior Executive Option Agreement. Incorporated by
reference from Exhibit 10.20 to the Current Report on Form 8-K
filed by CC Media Holdings, Inc. with the Securities and Exchange
Commission on July 30, 2008.
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##### Table of Contents



ExhibitNumber
    
    Description10.25
    
    Form of Senior Executive Restricted Stock Award Agreement.
Incorporated by reference from Exhibit 10.21 to the Current Report
on Form 8-K filed by CC Media Holdings, Inc. with the Securities
and Exchange Commission on July 30, 2008.10.26
    
    Form of Senior Management Option Agreement. Incorporated by
reference from Exhibit 10.22 to the Current Report on Form 8-K
filed by CC Media Holdings, Inc. with the Securities and Exchange
Commission on July 30, 2008.10.27
    
    Form of Executive Option Agreement. Incorporated by reference from
Exhibit 10.23 to the Current Report on Form 8-K filed by CC Media
Holdings, Inc. with the Securities and Exchange Commission on July
30, 2008.10.28
    
    Clear Channel 2008 Investment Program. Incorporated by reference
from Exhibit 10.24 to the Current Report on Form 8-K filed by CC
Media Holdings, Inc. with the Securities and Exchange Commission on
July 30, 2008.10.29
    
    Clear Channel 2008 Annual Incentive Plan. Incorporated by reference
from Exhibit 10.25 to the Current Report on Form 8-K filed by CC
Media Holdings, Inc. with the Securities and Exchange Commission on
July 30, 2008.11
    
    Statement re: Computation of Per Share Earnings.31.1*
    
    Certification of Chief Executive Officer Pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2*
    
    Certification of Chief Financial Officer Pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1**
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2**
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.**
    
    Furnished herewith. 38




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Signatures
  CC MEDIA HOLDINGS, INC.November 11, 2009
    /s/ Randall T. MaysRandall T. MaysPresident and
Chief Financial OfficerNovember 11, 2009
    /s/ Herbert W. Hill, Jr.Herbert W. Hill, Jr.Senior Vice President,
Chief Accounting Officer and Assistant Secretary 39