29 OCTOBER
2007.
FOR RESIDENTS OF JAPAN ONLY
THIS SOLICITATION OF AN OFFER OF ACQUISITION RELATING TO ISSUANCE OF THE CLASS A
COMMON STOCK IN CC MEDIA HOLDINGS, INC. (THE "STOCK") FALLS WITHIN THE
"SOLICITATION FOR SMALL NUMBER INVESTORS, ETC.," AS DEFINED UNDER PARAGRAPH 3,
ARTICLE 23-13 OF THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW OF JAPAN (LAW NO. 25
OF 1948, AS AMENDED, THE "FIEL"); AND NO SECURITIES REGISTRATION STATEMENT,
PURSUANT TO THE PROVISIONS OF PARAGRAPH 1 OF ARTICLE 4 OF THE FIEL, HAS BEEN
FILED OR WILL BE FILED REGARDING THIS SOLICITATION OF AN OFFER. THE STOCK FALLS
WITHIN THE SECURITIES SET FORTH IN ITEM 17, PARAGRAPH 1, ARTICLE 2 OF THE FIEL.
26
FOR RESIDENTS OF MEXICO ONLY
THE SECURITIES HAVE NOT BEEN AND ARE NOT INTENDED TO BE REGISTERED WITH THE
NATIONAL REGISTRY OF SECURITIES (REGISTRO NACIONAL DE VALORES) MAINTAINED BY THE
MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y
DE VALORES) AND MAY NOT BE OFFERED OR SOLD PUBLICLY IN MEXICO. THIS PROSPECTUS
MAY NOT BE PUBLICLY DISTRIBUTED IN MEXICO. THE SECURITIES MAY BE OFFERED IN
MEXICO TO EMPLOYEES OF CLEAR CHANNEL ON A PRIVATE PLACEMENT BASIS.
FOR RESIDENTS OF NORWAY ONLY
THIS MEMORANDUM HAS NOT BEEN PRODUCED IN ACCORDANCE WITH THE PROSPECTUS
REQUIREMENTS LAID DOWN IN THE NORWEGIAN SECURITIES TRADING ACT 2007. THIS
MEMORANDUM HAS NOT BEEN APPROVED OR DISAPPROVED BY, OR REGISTERED WITH THE OSLO
STOCK EXCHANGE, THE NORWEGIAN FSA OR THE NORWEGIAN REGISTRY OF BUSINESS
ENTERPRISES.
THIS MEMORANDUM IS ONLY AND EXCLUSIVELY ADDRESSED TO THE ADDRESSEES AND CAN NOT
BE DISTRIBUTED, OFFERED OR PRESENTED, EITHER DIRECTLY OF INDIRECTLY TO OTHER
PERSONS OR ENTITIES DOMICILED IN NORWAY.
FOR RESIDENTS OF PERU ONLY
THE SECURITIES HAVE NOT BEEN REGISTERED BEFORE COMISIÓN NACIONAL SUPERVISORA DE
EMPRESAS Y VALORES (CONASEV) AND ARE BEING PLACED BY MEANS OF A PRIVATE OFFER.
CONASEV HAS NOT REVIEWED THE INFORMATION PROVIDED TO THE INVESTOR.
THERE IS NO SPECIFIC LAW OR LEGAL MECHANISM THAT FORCES AN ISSUER OR OFFEROR TO
DISCLOSE INFORMATION PRIOR OR AFTER THE PLACEMENT OR SALE OF THE INTEREST,
UNLESS AN OFFERING MEMORANDUM OR SUBSCRIPTION BOOKLET STATES SO.
FOR RESIDENTS OF SPAIN ONLY
THE OFFER OF SECURITIES IN THE SCHEME DOES NOT CONSTITUTE A PUBLIC OFFERING IN
SPAIN IN ACCORDANCE WITH SPANISH SECURITIES AND EXCHANGE ACT 24/1988, OF
JULY 28, AND ROYAL DECREE 1310/2005, OF NOVEMBER 4. ACCORDINGLY, THE OFFER
MATERIALS HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH AND AUTHORISED BY THE
SPANISH SECURITIES AND EXCHANGE COMMISSION (CNMV).
FOR RESIDENTS OF SWEDEN ONLY
THE SECURITIES OF THE SCHEME ARE BEING OFFERED TO A LIMITED NUMBER OF INVESTORS
AND THEREFORE THIS MEMORANDUM HAS NOT BEEN, AND WILL NOT BE, REGISTERED WITH THE
SWEDISH FINANCIAL SUPERVISORY AUTHORITY UNDER THE SWEDISH FINANCIAL INSTRUMENTS
TRADING ACT (1991:980). ACCORDINGLY, THIS MEMORANDUM MAY NOT BE MADE AVAILABLE,
NOR MAY THE SECURITIES OTHERWISE BE MARKETED AND OFFERED FOR SALE IN SWEDEN,
OTHER THAN IN CIRCUMSTANCES WHICH ARE DEEMED NOT TO BE AN OFFER TO THE PUBLIC IN
SWEDEN UNDER THE FINANCIAL