CAUSE NO. 2008-CI-04864

CLEAR CHANNEL COMMUNICATIONS,INC., and CC MEDIA HOLDINGS, INC.,

Plaintiffs,V,

CITIGROUP GLOBAL MARKETS, INC.,CITIGROUP USA, INC., CITICORPNORTH AMERICA, INC., MORGANSTANLEY SENIOR FUNDING, INC.,CREDIT SUISSE SECURITIES (USA) LLC,RBS SECURITIES CORPORATION,WACHOVIA INVESTMENT HOLDINGS,LLC, WACHOVIA CAPITAL MARKETS,LLC, and DEUTSCHE BANK SECURITIESINC.,

Defendants.

IN THE DISTRICT COURT

225TM JUDICIAL DISTRICT

BEXAR COUNTY, TEXAS

DEFENDANTS’ MOTION TO DISMISS

TO THE HONORABLE COURT:

Defendants CITIGROUP GLOBAL MARKETS, INC., CITIGROUP USA, INC.,

CITICORP NORTH AMERICA, INC., MORGAN STANLEY SENIOR FUNDING, INC.,

CREDIT SUISSE SECURITIES (USA) LLC, RBS SECURITIES CORPORATION,

WACHOVIA INVESTMENT HOLDINGS, LLC, WACHOVIA CAPITAL MARKETS, LLC,

and DEUTSCHE BANK SECURITIES INC. ("Defendants" or "Defendant Banks"), file this

Motion to Dismiss, and respectfully show the following:

SUMMARY

1. Plaintiffs are not entitled to the relief that they seek because a mandatory forum

selection clause in the underlying contract requires that suit be filed in New York - Plaintiffs’

breach of that clause requires dismissal of this litigation.

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2. A prior filed lawsuit in New York by affiliates of CC Media encompasses the

matters alleged in this case - the New York case has dominant jurisdiction which requires that

the present suit be dismissed or abated.

II.

THE FORUM SELECTION CLAUSE MANDATES DISMISSAL

3. On March 26, 2008, Seller Clear Channel Communications, Inc. ("Clear

Channel") and Buyer CC Media Holdings, Inc. ("CC Media") jointly brought this action in

Texas state court. By doing so, Plaintiffs violated a forum selection clause requiting them to

submit to the exclusive jurisdiction of New York for any dispute "arising out of or related to the

Transactions." Although CC Media and Clear Channel were not direct signatories to the contract

containing this exclusive forum selection clause, as explained below, under controlling law, they

are bound by the forum selection clause. Consequently, Defendant Banks move this Court to

dismiss this lawsuit in its entirety.

A. Dismissal Is the Remedy for Violating a Forum Selection Clause.

4. Although the Texas Rules of Civil Procedure do not specifically provide for

motions to dismiss, there is abundant authority that a motion to dismiss is appropriate here.

Plaintiffs themselves concede, "The proper procedural mechanism in Texas State Court for

attacking an alleged improper choice of forum is a motion to dismiss, plea to the jurisdiction,

plea in abatement or similar vehicle.’’1 See also In re AIU Ins. Co., 148 S.W.3d 109, 111-21

(Tex. 2004); Phoenix Network Techs. (Europe) Ltd. v. Neon Sys., Inc., 177 S.W.3d 605, 610

(Tex. App.--Houston [1st Dist.] 2005, no pet.); Deep Water Slender Wells, Ltd. v. Shell Int’l

~ Plaintiffs’ Amended Emergency Motion for Remand and Request for Expedited Hearing ("RemandMotion"), at 7 n.25., filed March 28, 2008 in Civil Action No. SA-08-CA-0251, in the United States District Court,Western District of Texas.

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Exploration & Production, Inc., 234 S.W.3d 679, 687 (Tex. App.--Houston [14th Dist.] 2007,

pet. filed) ("A motion to dismiss is the proper procedural mechanism for enforcing a forum-

selection clause that a party to the agreement has violated in filing suit."); In re Talent Tree

Crystal, No. 01-05-00686-CV, 2006 Tex. App. LEXIS 1134, at *6 (Tex. App.--Houston [lst

Dist] Feb. 9, 2006) ("It is well-settled that a motion to dismiss . . . is the correct procedural

mechanism to enforce a forum-selection clause."); Mabon Ltd. v. Afri-Carib Enters., Inc., 29

S.W.3d 291,298 (Tex. App.--Houston [14th Dist.] 2000) (same).

5. As shown below, Plaintiffs are bound by the mandatory forum selection clause

that establishes exclusive jurisdiction in New York for any dispute arising out of or related to the

entirety of the merger and funding "Transactions" that are the basis of this suit. Plaintiffs’

breach of that provision by filing this suit in Texas compels dismissal of this Texas suit.

Plaintiffs may pursue their claims in New York, where, in fact, affiliates of CC Media filed suit

on this same dispute shortly prior to this action being filed.

B. Plaintiffs Are Bound by the Forum Selection Clause, Which Requires thatTheir Suit Be Brought in New York.

6. The "Transactions" that make the parties subject to New York’s exclusive

jurisdiction are described in two key agreements: (1) the Project Triple Crown Second Amended

and Restated Commitment Letter (the "Commitment Letter"),2 which concemed funding for the

transaction; and (2) an Agreement and Plan of Merger (the "Merger Agreement").3

7. The Commitment Letter provides terms under which the Defendant Banks would

provide funding to affiliates of Bain Capital Partners LLC ("Bain") and Thomas H. Lee Partners

2 Attached as Exhibit A to the Affidavit of Jonathan A. Schaffzin in Support of Defendants’ Motion to

Dismiss ("Schaffzin Aft.").

3 The original November 16, 2006 Merger Agreement is attached as Exhibit B to the Affidavit of LamontA. Jefferson in Support of Defendants’ Motion to Dismiss ("Jefferson Aff."). The second amendment to the MergerAgreement is attached as Exhibit C to the Jefferson Aff.

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("T.H. Lee") for the purchase of Clear Channel.

contemporaneously with the Merger Agreement.4

The Commitment Letter was signed

8. The Commitment Letter defines "Sponsors" as "Bain Capital Partners, LLC and

its affiliates.., and Thomas H. Lee Partners and its affiliates" (emphasis supplied).5

9. The Commitment Letter defines "Transactions" in a three-page "Transaction

Summary" that includes:

the intended merger of Clear Channel and MergerCo (a vehicle formed by Bainand T.H. Lee to consummate the merger), and

the funding of the merger by Defendant Banks.6

10. As a material term, the Commitment Letter includes an unambiguous and

mandatory forum selection provision that designates New York as having exclusive jurisdiction

for resolving disputes, including the claim for tortious interference asserted by Plaintiffs] The

clause provides:

You, the Sponsors and we hereby irrevocably and unconditionally submit tothe exclusive jurisdiction of any state or Federal Court sitting in the Cityof New York over any suit, action or proceeding arising out of or relatingto the Transactions or the other transactions contemplated hereby, thisCommitment Letter or the Fee Letter or the performance of services hereunderor thereunder .... You, the Sponsors and we hereby irrevocably andunconditionally waive any objection to the laying of venue of any such suit,action or proceeding brought in any such court and any claim that any suchsuit, action or proceeding has been brought in any inconvenient forum.8

See Plaintiffs’ Verified Petition and Application for Restraining Order ("Pl’s Pet."), ¶¶ 13, 15, 18.

Schaffzin Af£, Ex. A, at 1 (emphasis supplied).

Schaffzin Aft., Ex. A, at A-3 (Exhibit A to the Commitment Letter).

Schaffzin Aff., Ex. A, at 10.

Schaffzin Af£, Ex. A, at 10 (emphasis supplied).

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11. The forum selection clause in the Commitment Letter applies to the "Sponsors,"

which is expressly defined to include all affiliates of the two private equity firms who are

seeking to buy Clear Channel.

12. Entities signing the Commitment Letter are:

¯ the Defendant Banks; and

¯ BT Triple Crown Merger Co., Inc., T Triple Crown Finco, LLC, B Triple CrownFinco, LLC (entities wholly owned and controlled by Bain and T.H. Lee andformed by them for the purpose of consummating the merger).9

13. Scott Sperling signed the Commitment Letter as "Co-President" of two of the

three signatories - BT Triple Crown Merger Co., Inc. and T Triple Crown Finco LLC.1° BT

Triple Crown Merger Co., Inc. is a wholly-owned subsidiary of Plaintiff CC Media.ll Sperling

also is Co-President of Plaintiff CC Media and the President of T.H. Lee. ~2

14. On or about November 16, 2006, the same day the first Commitment Letter was

agreed to, Plaintiff Clear Channel entered into the Merger Agreement with Buyers.13 The

Buyers under the Merger Agreement intended to finance most of the associated costs. Thus,

9 See CC Media Holdings, Inc. Form S-4, Amendment No. 4, at 61-62 (filed with the Securities ExchangeCommission Aug. 15, 2007) (hereinafter "Form S-4"), attached is Exhibit A to the Jefferson Aff.

~o See Schaffzin Aff., Ex. A, at signature pages (unnumbered); Jefferson Aff., Ex. A, at 46-48 (Form S-4).

See Jefferson Aff., Ex. A, at 62 (Form S-4).

12 See Jefferson Aff., Ex. A, at 47-48 (Form S-4).

~3 See Plaintiffs’ Verified Petition, ¶ 15. The May 17, 2007 second amendment to the Merger Agreement

included Plaintiff CC Media. See Jefferson Aff., Ex. C. CC Media was formerly known as "BT Triple CrownCapital Holdings III, Inc.," and Plaintiffs have pleaded that "Clear Channel and CC Media are parties to . . . theMerger Agreement." See Plaintiffs’ Remand Motion, at 2, ¶ 2. Entities signing the Merger agreement are:

¯ MergerCo., by BT Triple Crown Merger Co., Inc.,¯ B Triple Crown Finco, LLC, and T Triple Crown Finco, LLC.,¯ "New Holdco" (or BT Triple Crown Capital Holdings III, Inc. (now known as Plaintiff CC Media

Holdings, Inc.)), and¯ Clear Channel.

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Buyers entered into the Commitment Letter with Defendant Banks to secure financing

amounting to some $22 billion.~4

15. Plaintiffs concede that the original Commitment Letter and the May 17, 2007

second amended Commitment Letter "accompanied" both the original Merger Agreement and a

second amended Merger Agreement. ~5 The Commitment Letter and the Merger Agreement were

executed at or near the same time each refers to the other. Moreover, the Commitment Letter

refers to the entirety of the merger, along with its funding, as the "Transactions.’’16

1. Plaintiff CC Media Is Bound by the Forum Selection Clause as an"Affiliate" of the Sponsors.

16. CC Media is expressly bound by the forum selection clause in the Commitment

Letter. The forum selection clause by its terms applies to the "Sponsors," which is defined to

include "affiliates" of Bain and T.H. Lee.17 Plaintiff CC Media is indisputably an "affiliate" of

Bain and T.H. Lee. In its regulatory filing with the SEC, CC Media has conceded that it is

wholly-owned and controlled by Bain and T.H. Lee, that it was formed by them solely for the

purpose of consummating the merger transaction, and that it has no assets of its own. 18

14 See Schaffzin Aff., Ex. A.

15 Pl’s Pet., ¶¶ 14, 15.

16 See Schaffzin Aff., Ex. A, at A-3 (Exhibit A to the Commitment Letter).

17 See Schaffzin Aff., Ex. A, at 1 (definition of"Sponsors"); id. at 10 (forum selection clause, which applies

to "Sponsors").

18 See Jefferson Aff., Ex. A., at 1 (Summary), 46-49, 61.

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17. Consistent with the above, the other affiliates of Bain and T.H. Lee who signed

the Commitment Letter and have admitted in court filings in the New York lawsuit that CC

Media is their "affiliate.’’19

18. Plaintiffs cannot credibly dispute that the affiliates of Bain and T.H. Lee who

were the parties to the Commitment Letter had the authority to bind CC Media. As set forth in

CC Media’s own SEC filings, those parties - B Triple Crown Finco, LLC, T Triple Crown

Finco, LLC, and BT Triple Crown Merger Co., Inc. - are companies wholly owned and

controlled by Bain and T.H. Lee and were formed by Bain and T.H. Lee to consummate the

merger, just as CC Media is wholly owned and controlled by Bain and T.H. Lee and was formed

by them to consummate the merger,z°

19. In addition, Scott Sperling, President of T.H. Lee and Co-President of CC Media,

signed the Commitment Letter as "Co-President" of two of the three signatories, BT Triple

Crown Merger Co., Inc. and T Triple Crown Finco LLC.21 BT Triple Crown Merger Co., Inc. is

Plaintiff CC Media’s wholly-owned subsidiary,22 and T Triple Crown Finco LLC is CC Media’s

affiliate,z3 Thus, Sperling, as Co-President of (i) CC Media, (ii) its wholly-owned subsidiary,

and (iii) another of CC Media’s affiliates, indisputably had actual and apparent authority to bind

CC Media as a signatory to the Commitment Letter.

20. Under basic principles of agency and authority, a corporation may make a

contract on behalf of a parent, subsidiary, or other affiliate. See Restatement (2d) of Agency §

~9 See Plaintiffs’ Memorandum of Law in Support of Plaintiffs’ Motion for Expedited Discovery and Trial,

at 3 n.1 (referring to CC Media as an "affiliate"), attached as Exhibit F to the Jefferson Aff.

~o See Jefferson Aft., Ex. A, at 61-62 (Form S-4).

~ See Schaffzin Aft., Ex. A, at signature pages (unnumbered).

22 See Jefferson Aff., Ex. A, at 62 (Form S-4).

~3 See ¶ 17 & n. 19, supra.

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14M, cmt. a ("A corporation may become an agent of an individual or of another corporation, as

it does when it makes a contract on the other’s account. Thus a subsidiary may become an agent

for the corporation which controls it, or the corporation may become the agent of the

subsidiary."); Tractebel Energy Marketing, Inc. v. E.I. Du Pont De Nemours and Co., 118

S.W.3d 60, 71-72 (Tex. App. - Houston [14 Dist.] 2003, no pet.) (rejecting argument that

contracting party did not act as agent for its affiliate) (citing Restatement (Second) Agency §

14M)); see also In re AIUIns. Co., 148 S.W.3d 109, 111, 115-16 (Tex. 2004) (applying forum

selection clause in insurance policy to dismiss suit of subsidiary of entity obtaining the policy);

In re Vesta Ins. Group, Inc., 192 S.W.3d 759, 762-63 (Tex. 2006) (applying arbitration clause to

tortious interference claims against defendants that were affiliates of signatory).

21. Plaintiff CC Media is therefore bound to the forum selection clause requiring that

its suit be brought in New York.

must be dismissed in their entirety.

22.

Accordingly, all claims brought by CC Media in this Court

Plaintiffs CC Media and Clear Channel Are Bound by the ForumSelection Clause Under the Doctrine of Direct Benefits Estoppel.

Both Plaintiffs are bound by the forum selection clause under the doctrine of

"direct benefits estoppel" because they seek direct benefits from the Commitment Letter by

bringing this lawsuit. Plaintiffs are estopped from denying the applicability of the forum

selection clause because "a nonparty cannot both have his contract and defeat it too." In re

Weekley Homes, L.P., 180 S.W.3d 127, 134 (Tex. 2005).

23. A non-signatory to a contract may be bound by the contract’s forum selection

clause. Under the doctrine of direct benefits estoppel, a forum selection clause applies to a non-

signatory who seeks to benefit directly from the contract containing the clause. Thus a non-

signatory who brings suit premised in part on the contract including the forum selection clause is

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bound by that clause. See Hellenic Investment Fund, Inc. v. Det Norske Veritas, 464 F.3d 514,

517-20 (5th Cir. 2006) (binding non-signatory to forum selection clause on direct benefits

estoppel grounds, emphasizing that non-signatory’s suit for fraudulent inducement is "at a

minimum, ’premised in part’" on the contract containing the clause, and adding that "the very

nature of the claim brought requires that [defendant-signatory’s] performance under the contract

be for [plaintiff-non-signatory’s] benefit"); Phoenix Network Teehs (Europe) Ltd. v. Neon Sys.,

177 S.W.3d 605, 623 (Tex. App. -- Houston [lst Dist.] 2005, no pet.) (ruling that the forum

selection clause applied on estoppel grounds).24

24. Moreover, courts have applied the direct benefits estoppel doctrine to bind non-

signatories to arbitration clauses. See In re Weekley Homes, 180 S.W.3d 127, 131-34 (Tex.

2005) (binding non-signatory to an arbitration clause to plaintiff who "deliberately seeks and

obtains substantial benefits from the contract itself"); In re FirstMerit Bank, N.A., 52 S.W.3d

749, 755 (Tex. 2001) (binding non-signatory to arbitration clause because "a litigant who sues

based on a contract subjects him or herself to the contract’s terms").

25. The reasoning in arbitration clause cases has been held to apply to forum selection

clause cases. See In re AIU, 148 S.W.3d at 116 ("We see no meaningful distinction between this

type of forum-selection clause and arbitration clauses."); Phoenix Network Techs, 177 S.W.3d at

623 ("We hold that the arbitration-law equitable-estoppel theory that is the subject of this

discussion applies to forum-selection clauses."); see also Rodriguez de Quijas v.

24 See also Deep Water Slender Wells v. Shell Int’l Exploration & Prod., 234 S.W.3d 679, 684 n.2,693-94(Tex. App. - Houston [14th Dist.] 2007, pet. filed) (ruling that forum selection clause applied on estoppel grounds,emphasizing that the defendant signatories and defendant non-signatories - which were affiliates - "do not drawdistinctions among themselves in the allegations and claims they make"); Compana LLC v. Mondial Assistance SAS,No. 3:07-CV-1293-D, 2008 WL 190522, at *5-6 (N.D. Tex. Jan. 23, 2008) (holding that non-signatory defendant isbound to forum selection clause because in a related arbitration proceeding it sought to benefit from the contract).

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Shearson/American Exp., Inc., 490 U.S. 477, 482-83 (1989) (stating that an arbitration

agreement is merely a specialized kind of forum selection clause).

26. Under the well-established direct benefits estoppel doctrine, Plaintiffs Clear

Channel and CC Media are bound to exclusive jurisdiction in New York for this case. Plaintiffs

contend that Defendant Banks have a contractual obligation (arising out of the Commitment

Letter) to provide financing for the merger, and allege that the Banks are "tortiously interfering"

with the Merger Agreement by failing to fulfill that contractual obligation.25 Plaintiffs seek not

only damages, but to enjoin Defendants from "refusing to fund" the loans in the Commitment

Letter.26 Plaintiffs therefore bring claims seeking to benefit directly from the Commitment

Letter, and are estopped from denying application of the forum selection clause in the

Commitment Letter, which requires them to bring this suit in New York--as the parties to the

Commitment Letter already have done.

3. The Forum Selection Clause Is Valid and Enforceable

27. Forum selection clauses are presumptively valid. Phoenix Network Tech Ltd. v.

Neon Sys., Inc., 177 S.W.3d 605, 611 (Tex. App.-Houston [lst Dist.] 2005, no pet.).

Enforcement of a forum selection clause is mandatory unless the opposing party clearly

demonstrates that: (1) enforcement would be unreasonable or unjust; or (2) the clause is invalid

for reasons such as fraud or overreaching. In re AutoNation, Inc., 228 S.W.3d 663, 668 (Tex.

2007); Michiana Easy Livin’ Country v. Holten, 168 S.W.3d 777, 793 (Tex. 2005); In re

Automated Collection Techs., 156 S.W.3d 557, 559 (Tex. 2004) (orig. proceeding); In re AIU,

148 S.W.3d at 112. The burden of proof is on the party opposing dismissal of the case pursuant

See Pl’s Pet., ¶¶ 12-61.

See Pl’s Pet., ¶¶ 57(b)(1)(A), 61 (b)(1)(a).

Page 10

to the forum selection clause. In re Automated, 156 S.W.3d at 559. If that party does not meet

its burden, then the trial court must enforce the clause and dismiss the case. Michiana, 168

S.W.3d at 793; In re Automated, 156 S.W.3d at 559. The party opposing enforcement of a forum

selection clause carries a "heavy burden" of showing the clause should not be enforced. Phoenix

Network Techs., 177 S.W.3d at 611.

28. The Texas Supreme Court has recently and strongly emphasized the need for

courts to uphold forum selection clauses. The Court held in In re AutoNation:

Mandamus relief is available to enforce forum-selection clauses. In In re AIUInsurance Co., decided the same day as Prudential, we recognized that suchclauses generally "should be given full effect" and "should control absent a strongshowing that [they] should be set aside." We observed that "[s]ubjecting a partyto trial in a forum other than that agreed upon and requiring an appeal to vindicatethe rights granted in a forum-selection clause is clear harassment" - harassmentthat injures not just the non-breaching party but the broader judicial system,injecting inefficiency by enabling forum-shopping, wasting judicial resources,delaying adjudication on the merits, and skewing settlement dynamics contrary tothe parties’ contracted-for expectations. Accordingly, forum-selection clauses -like arbitration agreements, "another type of forum selection clause" - can beenforced through mandamus.

223 S.W.3d at 667-68 (Tex. 2007) (citations omitted)..

29. Here, Plaintiffs have not alleged, and cannot prove, any legal defense to the

enforcement of the forum-selection clause. Enforcement of the clause would be neither

unreasonable nor unjust, particularly in light of the fact that earlier on the same day that the

Plaintiffs here joined together to bring this suit, CC Media’s affiliates, all of whom are under the

common control of Bain and T.H. Lee, had filed a separate lawsuit against the Defendant Banks

in New York related to these same "Transactions," predicated on the same allegations (that the

Banks were allegedly being unreasonable in their negotiations over final financing terms), and

Page 11

seeking in both suits to require the Banks to provide funding.27 Moreover, Plaintiffs

contractually agreed that closing of the Merger Agreement would take place in New York;28 that

the New York office of KPMG, LLP would be used to resolve accounting disputes related to

certain consideration under the Merger Agreement;29 and that, with certain exceptions, internal

New York law would govern claims arising out of the Merger Agreement.3° There is no basis

for Plaintiffs to complain that the mandatory forum selection choice of New York in the

Commitment Letter is invalid based on fraud or overreaching, or to raise any other objection to

its applicability.

27 A copy of the Verified Complaints filed in the Supreme Court of the State of New York are attached as

Exhibits D and E to the Jefferson Aft.

28Jefferson Aff., Ex. B, ¶ 2.02 (Merger Agreement).

29Jefferson Aff., Ex. B, ¶ 3.09(c) (Merger Agreement).

3oJefferson Aft., Ex. B, ¶ 9.07 (Merger Agreement).

Page 12

III.

THE NEW YORK LAWSUIT HAS DOMINANT JURISDICTION

30. If the Plaintiffs’ case is not dismissed outright, it should be abated immediately.

The New York suit was filed first, involves the same financing and merger transaction, and seeks

effectively the same relief insofar as the plaintiffs in both cases are trying to enforce the Banks’

alleged obligation to provide financing. The plaintiffs in both cases are completely aligned, if

not acting in concert. The suit in New York is set for trial on May 5, 2008, which ensures a

prompt resolution of all relevant issues, and the Plaintiffs in this action have been named as

counterclaim defendants in the New York. Proceeding both in Texas and in New York could

well lead to inconsistent and conflicting rulings, especially given Plaintiffs’ request for an

expedited trial setting. New York is the only forum where all of the parties’ claims can be heard

without violating a forum selection clause.

V.

PRAYER

31. For the reasons stated, Defendants respectfully request that the Court dismiss this

suit, and for general relief.

Defendants’ Motion to Dismiss Page 13

Dated: San Antonio, TexasApril 8, 2008

.[/ . /~Lamol~L A Jeffer nState Bar No. 10607800Haynes and Boone, L.L.P.112 East Pecan Street, Suite 900San Antonio, Texas 78205(210) 978-7413 telephone(210) 554-0413 facsimile

S. Mark MurrayLaw Office of S. Mark MurrayState Bar No. 147293002818 Nacogdoches RoadSan Antonio, Texas 78217(210) 224-1800 telephone(210) 224-2088 facsimile

Michael P. CarrollLawrence PortnoyBrian S. WeinsteinDAVIS POLK & WARDWELL450 Lexington AvenueNew York, New York 10017(212) 450-4000 telephone(210) 450-3800 facsimile

Attorneys for CITIGROUP GLOBALMARKETS, INC., CITICORP USA, INC.;CITICORP NORTH AMERICA, INC.;MORGAN STANLEY SENIOR FUNDING,INC.; CREDIT SUISSE SECURITIES (USA)LLC; RBS SECURITIES CORPORATION;WACHOVIA INVESTMENT HOLDINGS, LLC;WACHOVIA CAPITAL MARKETS, LLC; andDEUTSCHE BANK SECURITIES INC.

Defendants’ Motion to Dismiss Page 14

CERTIFICATE OF SERVICE

I hereby certify that a true and correct copy of the above and foregoing instrument wasserved via facsimile and/or via certified mail, return receipt requested, and/or hand delivery, tothe counsel of record referred to below, on this 8th day of April, 2008.

Lamo~iA. rle~f~/o-~~--~

David J. Beck, Esq.BECK, REDDEN & SECREST, L.L.P.One Houston Center1221 McKinney Street, Suite 4500Houston, Texas 77010Facsimile No. (713) 951-3720

Joseph D. Jamail, Jr., Esq.JAMAIL & KOLIUSOne Alamo Center, Suite 3434500 Dallas StreetHouston, Texas 77002Facsimile No. (713) 651-1957

ATTORNEYS FOR CLEAR CHANNEL COMMUNICATIONS, INC. AGAINSTCITIGROUP GLOBAL MARKETS, INC.; CITICORP USA, INC.; CITICORP NORTHAMERICA, INC.; CREDIT SUISSE SECURITIES USA, LLC; RBS SECURITIESCORPORATION; WACHOVIA INVESTMENT HOLDINGS, LLC; WACHOVIACAPITAL MARKETS, LLC; AND DEUTSCHE BANK SECURITIES, INC.

Ricardo G. Cedillo, Esq.Les J. Strieber, III, Esq.DAviS, CEDILLO & MENDOZA, INC.McCombs Plaza, Suite 500755 E. Mulberry AvenueSan Antonio, Texas 78212Hand Delivery

ATTORNEYS FOR CLEAR CHANNEL COMMUNICATIONS, INC. AGAINSTMORGAN STANLEY SENIOR FUNDING, INC.

Defendants’ Motion to Dismiss Page 15

Robin C. Gibbs, Esq.Kathy D. Patrick, Esq.GIBBS & BRUNS, L.L.P.1100 Louisiana, Suite 5300Houston, Texas 77002Facsitnile No. (713) 750-0903

ATTORNEYS FOR CC MEDIA HOLDINGS, INC. AGAINST CITICORP GLOBALMARKETS, INC.; CITICORP USA, INC.; CITICORP NORTH AMERICA, INC.;MORGAN STANLEY SENIOR FUNDING, INC.; CREDIT SUISSE SECURITIES,USA, LLC; RBS SECURITIES CORPORATION; AND DEUTSCHE BANKSECURITIES, INC.

Jacks C. Nickens, Jr., Esq.Thomas M. FarrellNICKENS KEETON LAWLESS FARRELL & FLACK LLP600 Travis Street, Suite 7500Houston, Texas 77002Facsimile No. (713) 571-9652

ATTORNEYS FOR CC MEDIA HOLDINGS, INC. AGAINST WACHOVIAINVESTMENT HOLDINGS, LLC; AND WACHOVIA CAPITAL MARKETS, LLC

Richard Tinsman, Esq.TINSMAN ~ SCIANO, INC.10107 McAllister FreewaySan Antonio, Texas 78216Hand Delivery

Gregory M. Nespole, Esq.Matthew M. Guiney, Esq.Martin E. Restituyo, Esq.WOLF HALDENSTEIN ADLER

FREEMAN & HERZ LLP207 Madison AvenueNew York, NY 10016Facsimile No. (212) 545-4758

Roger L. Mandel, Esq.Martin Woodward, Esq.STANLEY, MANDEL & IOLA, L.L.P.3100 Monticello Avenue, Suite 750Dallas, Texas 75205Facsimile No. (214) 443-0358

Defendants’ Motion to Dismiss Page 16

Karin E. Fisch, Esq.ABBEY SPANIER RODD & ABRAMS LLP212 East 39th StreetNew York, NY 10016Facsimile No. (212) 684-5191

ATTORNEYS FOR INTERVENORS JOSHUA TEITELBAUM AND PAUL M. ZEDEK,ON BEHALF OF THE PUBLIC STOCKHOLDERS OF CLEAR CHANNELCOMMUNICATIONS, INC.

Defendants’ Motion to Dismiss Page 17