LIQUIDATED DAMAGES AGREEMENT
THIS AGREEMENT (this "Agreement") is made as of March 12, 2000 by the Exchange Party set forth below
("Exchange Party") to and for the benefit of Clear Channel Broadcasting, Inc., Clear Channel Broadcasting
Licenses, Inc., Capstar Radio Operating Company, and Capstar TX Limited Partnership (together, "Clear
A. This is the liquidated damages agreement contemplated by Section 16.3 of the Asset Exchange Agreement
(the "Exchange Agreement") of even date herewith between Exchange Party and Clear Channel. Capitalized
terms used herein and not defined have the respective meanings set forth in the Exchange Agreement.
B. Section 16.3 of the Exchange Agreement provides that if Clear Channel terminates the Exchange Agreement
pursuant to Section 16.1(b) thereof under certain circumstances entitling Clear Channel to the payment to it of
liquidated damages by Exchange Party ("LD Event"), then Exchange Party shall pay Clear Channel as liquidated
damages an amount equal to TWENTY EIGHT MILLION DOLLARS ($28,000,000) (the "LD Amount").
C. Section 3.2 of the Exchange Agreement provides for a Deposit to be made by Exchange Party on the date
hereof. By agreement, the Deposit is less than the LD Amount (the amount of such difference is referred to herein
as the "Deficiency"), and Exchange Party is executing and delivering this Agreement with respect to the
Deficiency as a material condition without which Clear Channel would not enter into the Exchange Agreement
(from which Exchange Party derives substantial benefit).
NOW, THEREFORE, taking the foregoing into account, and for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged and confirmed, Exchange Party, intending to be legally bound,
hereby consents and agrees as follows for the benefit of Clear Channel:
1. Pre-Judgment Attachment.
(a) In the event that the Exchange Party has failed after demand by Clear Channel upon the occurrence of