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Sample Business Contracts

Underwriting Agreement - Clear Channel Communications Inc. and Banc of America Securities LLC

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                       Clear Channel Communications, Inc.

                             Underwriting Agreement

                                                              New York, New York
                                                               December 13, 2004

To the Representatives
 named in Schedule I
 hereto of the Under-
 writers named in
 Schedule II hereto

Ladies and Gentlemen:

            Clear Channel Communications, Inc., a Texas corporation (the
"Company"), proposes to sell to the underwriters named in Schedule II hereto
(the "Underwriters"), for whom you (the "Representatives") are acting as
representatives, the principal amount of its securities identified in Schedule I
hereto of the Company, to be issued under an indenture dated as of October 1,
1997, between the Company and The Bank of New York, as trustee (the "Trustee"),
as amended by the Nineteenth Supplemental Indenture dated as of December 16,
2004 (as so amended, the "Indenture") (said principal amount to be issued and
sold by the Company being hereinafter called the "Securities"). If the firm or
firms listed in Schedule II hereto include only the firm or firms listed in
Schedule I hereto, then the terms "Underwriters" and "Representatives", as used
herein, shall each be deemed to refer to such firm or firms. To the extent there
are no additional Underwriters listed on Schedule I other than you, the term
Representatives as used herein shall mean you, as Underwriters, and the terms
Representatives and Underwriters shall mean either the singular or plural as the
context requires. Any reference herein to the Registration Statement, the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, shall
except as specified therein, be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which were
filed under the Exchange Act on or before the Effective Date of the Registration
Statement or the issue date of the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus, as the case may be; and any reference herein
to the terms "amend", "amendment" or "supplement" with respect to the
Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus
or the Final Prospectus shall be deemed to refer to and include the filing of
any document under the Exchange Act after the Effective Date of the Registration
Statement or the issue date of the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus, as the case may be, deemed to be
incorporated therein by reference. The use of the neuter in this Agreement shall
include the feminine and masculine wherever appropriate.

            1. Representations and Warranties. The Company represents and
warrants to, and agrees with, each Underwriter as set forth below in this
Section 1. Certain terms used in this Section 1 are defined in Section 16
hereof.

            (a) The Company meets the requirements for the use of Form S-3 under
      the Act and has filed with the Commission a registration statement (the
      file

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                                                                               2

      number of which is set forth in Schedule I hereto) on such Form, including
      a basic prospectus, for registration under the Act of the offering and
      sale of the Securities. The Company may have filed one or more amendments
      thereto, including a Preliminary Final Prospectus, each of which has
      previously been furnished to you. The Company will next file with the
      Commission one of the following: (x) a final prospectus supplement
      relating to the Securities in accordance with Rules 430A and 424(b), (y)
      prior to the Effective Date of such registration statement, an amendment
      to such registration statement, including the form of final prospectus
      supplement, or (z) a final prospectus in accordance with Rules 415 and
      424(b). In the case of clause (x), the Company has included in such
      registration statement, as amended at the Effective Date, all information
      (other than Rule 430A Information) required by the Act and the rules
      thereunder to be included in such registration statement and the Final
      Prospectus. As filed, such final prospectus supplement or such amendment
      and form of final prospectus supplement shall contain all Rule 430A
      Information, together with all other such required information, and,
      except to the extent the Representatives shall agree in writing to a
      modification, shall be in all substantive respects in the form furnished
      to you prior to the Execution Time or, to the extent not completed at the
      Execution Time, shall contain only such specific additional information
      and other changes (beyond that contained in the Basic Prospectus and any
      Preliminary Final Prospectus) as the Company has advised you, prior to the
      Execution Time, will be included or made therein.

            (b) On the Effective Date, the Registration Statement did or will,
      and when the Final Prospectus is first filed (if required) in accordance
      with Rule 424(b) and on the Closing Date (as defined herein), the Final
      Prospectus (and any supplement thereto) will, comply in all material
      respects with the applicable requirements of the Act, the Exchange Act and
      The Trust Indenture Act and the respective rules thereunder; on the
      Effective Date and at the Execution Time, the Registration Statement did
      not or will not contain any untrue statement of a material fact or omit to
      state any material fact required to be stated therein or necessary in
      order to make the statements therein not misleading; on the Effective Date
      and on the Closing Date the Indenture did or will comply in all material
      respects with the requirements of the Trust Indenture Act and the rules
      thereunder; and, on the Effective Date, the Final Prospectus, if not filed
      pursuant to Rule 424(b), will not, and on the date of any filing pursuant
      to Rule 424(b) and on the Closing Date, the Final Prospectus (together
      with any supplement thereto) will not, include any untrue statement of a
      material fact or omit to state a material fact necessary in order to make
      the statements therein, in the light of the circumstances under which they
      were made, not misleading; provided, however, that the Company makes no
      representations or warranties as to (i) that part of the Registration
      Statement which shall constitute the Statement of Eligibility and
      Qualification (Form T-1) under the Trust Indenture Act of the Trustee or
      (ii) the information contained in or omitted from the Registration
      Statement or the Final Prospectus (or any supplement thereto) in reliance
      upon and in conformity with information furnished herein or in writing to
      the Company by or on behalf of any Underwriter through the Representatives
      specifically for inclusion in the Registration Statement or the Final
      Prospectus (or any supplement thereto), it

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      being understood that the information referred to in this clause (b)(ii)
      shall be limited to the information described in Section 7(b) hereof.

            (c) The Company has been duly organized and is validly existing as a
      corporation in good standing under the laws of the State of Texas, with
      corporate power and authority to own its properties and conduct its
      business as described in the Final Prospectus; each of the subsidiaries of
      the Company as listed on Schedule III hereto (collectively, the
      "Subsidiaries") has been duly organized and is validly existing in good
      standing under the laws of the jurisdiction of its organization, with
      power and authority to own or lease its properties and conduct its
      business as described in the Final Prospectus; the Company and each of the
      Subsidiaries are duly qualified to transact business in all jurisdictions
      in which the conduct of their business requires such qualification and a
      failure to qualify would have a material adverse effect upon the business
      or financial condition of the Company and the Subsidiaries taken as a
      whole; except as set forth on Schedule III hereto, or as described in the
      Final Prospectus, the outstanding shares of capital stock of each of the
      Subsidiaries owned by the Company or a Subsidiary have been duly
      authorized and validly issued, are fully paid and nonassessable and are
      owned by the Company or another subsidiary free and clear of all liens,
      encumbrances and security interests and no options, warrants or other
      rights to purchase, agreements or other obligations to issue or other
      rights to convert any obligations into shares of capital stock or
      ownership interests in the Subsidiaries are outstanding.

            (d) The authorized shares of Common Stock of the Company have been
      duly authorized. The outstanding shares of Common Stock of the Company
      have been duly authorized and are validly issued, fully-paid and
      non-assessable.

            (e) This Agreement has been duly authorized, executed and delivered
      by the Company and is a legal, valid and binding obligation of the Company
      enforceable against the Company in accordance with its terms.

            (f) The Indenture and the Securities conform in all material
      respects with the statements concerning them in the Final Prospectus.

            (g) The Commission has not issued an order preventing or suspending
      the use of any Basic Prospectus, Preliminary Final Prospectus or Final
      Prospectus relating to the proposed offering of the Securities nor
      instituted proceedings for that purpose.

            (h) The consolidated financial statements of the Company and its
      subsidiaries, together with related notes and schedules incorporated by
      reference in the Final Prospectus present fairly the financial position
      and the results of operations of the Company and its subsidiaries
      consolidated, at the indicated dates and for the indicated periods. Such
      financial statements have been prepared in accordance with generally
      accepted principles of accounting, consistently applied throughout the
      periods involved, and all adjustments necessary for a fair presentation of
      results for such periods have been made. The selected and summary
      financial and statistical data included in the Final Prospectus present

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                                                                               4

      fairly the information shown therein and have been compiled on a basis
      consistent with the financial statements incorporated by reference therein
      and the books and records of the Company. The pro forma financial
      information, if any, included in the Final Prospectus presents fairly the
      information shown therein, have been properly compiled on the pro forma
      bases described therein, and, in the opinion of the Company, the
      assumptions used in the preparation thereof are reasonable and the
      adjustments used therein are appropriate to give effect to the
      transactions or circumstances referred to therein.

            (i) Except for those license renewal applications of the Company or
      its subsidiaries currently pending before the Federal Communications
      Commission (the "FCC"), or as set forth in the Final Prospectus or on
      Schedule III, there is no action or proceeding pending or, to the
      knowledge of the Company, threatened against the Company or any of the
      Subsidiaries before any court or administrative agency which could
      reasonably be likely to result in any material adverse change in the
      earnings, business, management, properties, assets, rights, operations,
      condition (financial or otherwise) of the Company and of the Subsidiaries
      (taken as a whole).

            (j) The Company and the Subsidiaries have good and marketable title
      to all of the properties and assets reflected in the financial statements
      herein above described (or as described in the Final Prospectus) subject
      to no material lien, mortgage, pledge, charge or encumbrance of any kind,
      except those reflected in such financial statements or as described in the
      Final Prospectus or set forth on Schedule III. The Company and the
      Subsidiaries occupy their leased properties under valid leases with such
      exceptions as are not material to the Company and the subsidiaries taken
      as a whole and do not materially interfere with the use made and proposed
      to be made of such properties by the Company and the Subsidiaries.

            (k) The Company and the Subsidiaries have filed all Federal, State
      and foreign income tax returns which have been required to be filed and
      have paid all taxes indicated by said returns and all assessments received
      by them or any of them to the extent that such taxes have become due and
      are not being contested in good faith. The Company has no knowledge of any
      tax deficiency that has been or might be asserted against the Company that
      would have a material adverse effect on the Company and its subsidiaries
      taken as a whole.

            (l) Since the last date as of which information is given in the
      Final Prospectus, as it may be amended or supplemented, there has not been
      any material adverse change or any development involving a prospective
      material adverse change in or affecting the earnings, business,
      management, properties, assets, rights, operations, condition (financial
      or otherwise) or business prospects of the Company and its subsidiaries
      (taken as a whole), whether or not occurring in the ordinary course of
      business, other than general economic and industry conditions, changes in
      the ordinary course of business and changes or transactions described or
      contemplated in the Final Prospectus, and there has not been any material
      definitive agreement entered into by the Company or the Subsidiaries,
      other than transactions in the ordinary course of business and changes and
      transactions contemplated by the Final Prospectus, as it may be amended or

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                                                                               5

      supplemented. None of the Company or the Subsidiaries have any material
      contingent obligations which are not disclosed in the Final Prospectus, as
      it may be amended or supplemented.

            (m) Neither the Company nor any of the Subsidiaries is or with the
      giving of notice or lapse of time or both, will be in default under its
      certificate or articles of incorporation, by-laws or partnership
      agreements or any agreement, lease, contract, indenture or other
      instrument or obligation to which it is a party or by which it, or any of
      its properties, is bound and which default is of material significance in
      respect of the business or financial condition of the Company and its
      subsidiaries (taken as a whole). The execution and delivery of this
      Agreement and the consummation of the transactions herein contemplated and
      the fulfillment of the terms hereof will not conflict with or result in a
      breach of any of the terms or provisions of, or constitute a default
      under, any indenture, mortgage, deed of trust or other material agreement
      or instrument to which the Company or any Subsidiary is a party, or of the
      certificate or articles of incorporation or by-laws of the Company or any
      order, rule or regulation applicable to the Company or any Subsidiary, or
      of any court or of any regulatory body or administrative agency or other
      governmental body having jurisdiction, except in all cases a conflict,
      breach or default which would not have a materially adverse effect on the
      business or financial condition of the Company and the subsidiaries (taken
      as a whole).

            (n) Each approval, consent, order, authorization, designation,
      declaration or filing by or with any regulatory, administrative or other
      governmental body necessary in connection with the execution and delivery
      by the Company of this Agreement and the consummation of the transactions
      herein contemplated (except such additional steps as may be required by
      the National Association of Securities Dealers, Inc. ("NASD") or the New
      York Stock Exchange ("NYSE") or as may be necessary to qualify the
      Securities for public offering by the Underwriters under State securities
      or Blue Sky laws) has been obtained or made and is in full force and
      effect.

            (o) The Company and each of the Subsidiaries hold all material
      licenses, certificates and permits from governmental authorities,
      including without limitation, the FCC, which are necessary to the conduct
      of their businesses; and neither the Company nor any of the Subsidiaries
      has received notice of any infringement of any material patents, patent
      rights, trade names, trademarks or copyrights, which infringement is
      material to the business of the Company and the Subsidiaries (taken as a
      whole).

            (p) Ernst & Young LLP, who has certified certain of the financial
      statements incorporated by reference in the Final Prospectus, is to the
      knowledge of the Company an independent registered public accounting firm
      as required by the Act and the Rules and Regulations.

            (q) To the Company's knowledge, there are no affiliations or
      associations between any member of the National Association of Securities
      Dealers and any of the Company's officers, directors or 5% or greater
      security holders except as

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                                                                               6

      otherwise disclosed in writing to Banc of America Securities LLC or set
      forth in Schedule III.

            (r) Neither the Company nor any Subsidiary is an "investment
      company" within the meaning of such term under the Investment Company Act
      of 1940 and the rules and regulations of the Commission thereunder.

            (s) The Company maintains a system of internal accounting controls
      sufficient to provide reasonable assurances that (i) transactions are
      executed in accordance with management's general or specific
      authorization; (ii) transactions are recorded as necessary to permit
      preparation of financial statements in conformity with generally accepted
      accounting principles and to maintain accountability for assets; (iii)
      access to assets is permitted only in accordance with management's general
      or specific authorization; and (iv) the recorded accountability for assets
      is compared with existing assets at reasonable intervals and appropriate
      action is taken with respect to any differences.

            (t) The Company and each of its Subsidiaries carry, or are covered
      by, insurance, including self insurance, in such amounts and covering such
      risks as is adequate for the conduct of their respective businesses and
      the value of their respective properties and as is customary for companies
      engaged in similar industries.

            (u) The Company is in compliance in all material respects with all
      presently applicable provisions of the Employee Retirement Income Security
      Act of 1974, as amended, including the regulations and published
      interpretations thereunder ("ERISA"); no "reportable event" (as defined in
      ERISA) for which the Company would have any liability has occurred and is
      continuing; the Company has not incurred and does not expect to incur
      liability under (i) Title IV of ERISA with respect to termination of, or
      withdrawal from, any "pension plan" or (ii) Sections 412 or 4971 of the
      Internal Revenue Code of 1986, as amended, including the regulations and
      published interpretations thereunder (the "Code"); and each "pension plan"
      for which the Company would have any liability that is intended to be
      qualified under Section 401(a) of the Code is so qualified in all material
      respects and nothing has occurred, whether by action or by failure to act,
      which would cause the loss of such qualification and where any such
      noncompliance, "reportable event," liability or nonqualification, alone or
      in the aggregate, would not have a material adverse effect on the Company
      and its subsidiaries taken as a whole.

            Any certificate signed by any officer of the Company and delivered
to the Representatives or counsel for the Underwriters in connection with the
offering of the Securities shall be deemed solely to be a representation and
warranty by the Company, as to matters covered thereby, to each Underwriter.

            2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase at

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                                                                               7

the purchase price set forth on Schedule I, the principal amount of Securities
set forth opposite such Underwriter's name in Schedule II.

            3. Delivery and Payment. Delivery of and payment for the Securities
shall be made on the date and at the time specified in Schedule I hereto, which
date and time may be postponed by agreement among the Representatives and the
Company or as provided in Section 8 hereof (such date and time of delivery and
payment for the Securities being herein called the "Closing Date"). Delivery of
the Securities shall be made to the Representatives for the respective accounts
of the several Underwriters against payment by the several Underwriters through
the Representatives of the respective aggregate purchase prices of the
Securities being sold by the Company to or upon the order of the Company by wire
transfer payable in same-day funds to an account specified by the Company.
Delivery of the Securities shall be made through the facilities of The
Depository Trust Company unless the Representatives shall otherwise instruct.

            4. Agreements. The Company agrees with the several Underwriters
that:

            (a) The Company will use its reasonable best efforts to cause the
      Registration Statement, if not effective at the Execution Time, and any
      amendment thereto, to become effective. Prior to the termination of the
      offering of the Securities, the Company will not file any amendment of the
      Registration Statement or supplement (including the Final Prospectus or
      any Preliminary Final Prospectus) to the Basic Prospectus or any Rule
      462(b) Registration Statement unless the Company has furnished you a copy
      for your review prior to filing and will not file any such proposed
      amendment or supplement to which you reasonably object in writing. Subject
      to the foregoing sentence, the Company will cause the Final Prospectus,
      properly completed, and any supplement thereto to be filed with the
      Commission pursuant to the applicable paragraph of Rule 424(b) within the
      time period prescribed and will provide evidence satisfactory to the
      Representatives of such timely filing. The Company will promptly advise
      the Representatives (i) when the Registration Statement, if not effective
      at the Execution Time, shall have become effective, (ii) when the Final
      Prospectus, and any supplement thereto, shall have been filed with the
      Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration
      Statement shall have been filed with the Commission, (iii) when, prior to
      termination of the offering of the Securities, any amendment to the
      Registration Statement shall have been filed or become effective, (iv) of
      any request by the Commission or its staff for any amendment of the
      Registration Statement, or any Rule 462(b) Registration Statement, or for
      any supplement to the Final Prospectus or of any additional information,
      (v) of the issuance by the Commission of any stop order suspending the
      effectiveness of the Registration Statement or the institution or
      threatening of any proceeding for that purpose and (vi) of the receipt by
      the Company of any notification with respect to the suspension of the
      qualification of the Securities for sale in any jurisdiction or the
      initiation or threatening of any proceeding for such purpose. The Company
      will use its reasonable efforts to prevent the issuance of any such stop
      order or the suspension of any such qualification and, if issued, to
      obtain as soon as possible the withdrawal thereof.

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                                                                               8

            (b) If, at any time when a prospectus relating to the Securities is
      required to be delivered under the Act, any event occurs as a result of
      which the Final Prospectus as then supplemented would include any untrue
      statement of a material fact or omit to state any material fact necessary
      to make the statements therein in the light of the circumstances under
      which they were made not misleading, or if it shall be necessary to amend
      the Registration Statement or supplement the Final Prospectus to comply
      with the Act or the Exchange Act or the respective rules thereunder, the
      Company promptly will (i) prepare and file with the Commission, subject to
      the second sentence of paragraph (a) of this Section 4, an amendment or
      supplement or, if appropriate, a filing under the Exchange Act, which will
      correct such statement or omission or effect such compliance and (ii)
      supply any supplemented Final Prospectus to you in such quantities as you
      may reasonably request.

            (c) As soon as practicable, the Company will make generally
      available to its security holders and to the Representatives an earnings
      statement or statements of the Company and its subsidiaries which will
      satisfy the provisions of Section 11(a) of the Act and Rule 158 under the
      Act.

            (d) The Company will furnish to the Representatives and counsel for
      the Underwriters, without charge, copies of the Registration Statement
      (including exhibits thereto) and, so long as delivery of a prospectus by
      an Underwriter or dealer may be required by the Act, as many copies of any
      Preliminary Final Prospectus and the Final Prospectus and any supplement
      thereto as the Representatives may reasonably request. The Company will
      pay the expenses of printing or other production of all documents relating
      to the offering.

            (e) The Company will arrange, if necessary, for the qualification of
      the Securities for sale under the laws of such jurisdictions as the
      Representatives may designate, will maintain such qualifications in effect
      so long as required for the distribution of the Securities and will pay
      any fee of the National Association of Securities Dealers, Inc., in
      connection with its review of the offering, provided that the Company will
      not be required to file a consent to service of process in any state in
      which it is not qualified or for which consent has not been given.

            (f) The Company shall not invest, or otherwise use the proceeds
      received by the Company from its sale of the Securities in such a manner
      as would require the Company or any of the Subsidiaries to register as an
      investment company under the Investment Company Act of 1940, as amended
      (the "1940 Act").

            5. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Securities shall be subject to
the accuracy of the representations and warranties on the part of the Company
contained herein as of the Execution Time and the Closing Date pursuant to
Section 3 hereof, to the accuracy of the statements of the Company made in any
certificates pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions:

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                                                                               9

            (a) If the Registration Statement has not become effective prior to
      the Execution Time, unless the Representatives agree in writing to a later
      time, the Registration Statement will become effective not later than (i)
      6:00 PM New York City time, on the date of determination of the public
      offering price, if such determination occurred at or prior to 3:00 PM New
      York City time on such date or (ii) 9:30 AM on the Business Day following
      the day on which the public offering price was determined, if such
      determination occurred after 3:00 PM New York City time on such date; if
      filing of the Final Prospectus, or any supplement thereto, is required
      pursuant to Rule 424(b), the Final Prospectus, and any such supplement,
      shall have been filed in the manner and within the time period required by
      Rule 424(b); and no stop order suspending the effectiveness of the
      Registration Statement shall have been issued and no proceedings for that
      purpose shall have been instituted or threatened.

            (b) The Company shall have furnished to the Representatives the
      opinion of Akin Gump Strauss Hauer & Feld LLP, counsel for the Company,
      dated the Closing Date, to the effect that:

                  (i) The Company is validly existing as a corporation in good
            standing under the laws of the State of Texas, with corporate power
            and authority to own or lease its properties and conduct its
            business as described in the Final Prospectus; and the outstanding
            shares of capital stock of each of the Subsidiaries have been duly
            authorized and validly issued, are fully paid and non-assessable;
            and, to such counsel's knowledge, except (A) as reflected in the
            Company's financial statements, (B) as described in the Registration
            Statement or (C) as set forth on Schedule III hereto or as disclosed
            in such counsel's opinion, (x) the outstanding shares of capital
            stock of each of the Subsidiaries are owned by the Company or its
            subsidiary free and clear of all liens, encumbrances and security
            interests and (y) no options, warrants or other rights to purchase,
            agreements or other obligations to issue, or other rights to convert
            any obligations into any shares of capital stock or of ownership
            interests in the Subsidiaries are outstanding.

                  (ii) The Indenture and the Securities conform in all material
            respects to the descriptions thereof contained in the Final
            Prospectus.

                  (iii) Except as described in the Final Prospectus, to the
            knowledge of such counsel, no holder of any securities of the
            Company or any other person has the right, contractual or otherwise,
            which has not been satisfied or effectively waived, to cause the
            Company to sell or otherwise issue to them, or to permit them to
            underwrite the sale of, any of the Securities or the right to have
            any Common Stock or other securities of the Company included in the
            Registration Statement or the right, as a result of the filing of
            the Registration Statement, to require registration under the Act of
            any shares of Common Stock or other securities of the Company.

                  (iv) the Indenture has been duly authorized, executed and
            delivered, has been duly qualified under the Trust Indenture Act,
            and

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                                                                              10

            constitutes a legal, valid and binding instrument enforceable
            against the Company in accordance with its terms and the Securities
            have been duly authorized and, when executed and authenticated in
            accordance with the provisions of the Indenture and delivered to and
            paid for by the Underwriters pursuant to this Agreement, will
            constitute legal, valid and binding obligations of the Company
            entitled to the benefits of the Indenture (subject, in respect to
            both the Indenture and the Securities, as to enforcement of
            remedies, to applicable bankruptcy, reorganization, insolvency,
            fraudulent conveyance or transfer, moratorium or other laws
            affecting creditors' rights generally from time to time in effect);

                  (v) The Registration Statement has become effective under the
            Act and, to the knowledge of such counsel, no stop order proceedings
            with respect thereto have been instituted or are pending or
            threatened under the Act.

                  (vi) The Registration Statement, the Final Prospectus and each
            amendment or supplement thereto and documents incorporated by
            reference therein (each as amended to date) comply as to form in all
            material respects with the requirements of the Act or the Exchange
            Act, as applicable and the applicable rules and regulations
            thereunder (except that such counsel need express no opinion as to
            the statistical information contained in the Final Prospectus or
            financial statements, schedules and other financial information
            incorporated by reference therein).

                  (vii) The statements under the captions "Business" and
            "Description of the Notes" in the Final Prospectus, insofar as such
            statements constitute a summary of documents referred to therein or
            matters of law, are accurate summaries and fairly and accurately
            present the information called for with respect to such documents
            and matters in all material respects.

                  (viii) Except as set forth on Schedule III, to such counsel's
            knowledge, there are no contracts or documents required to be filed
            as exhibits to the Registration Statement or described in the
            Registration Statement or the Final Prospectus (excluding any
            document incorporated therein by reference) which are not so filed
            or described as required, and such contracts and documents as are
            summarized in the Registration Statement or the Final Prospectus
            (excluding any document incorporated therein by reference) are
            fairly summarized in all material respects.

                  (ix) Except as set forth on Schedule III, to such counsel's
            knowledge, there are no material legal proceedings pending or
            threatened against the Company or any of the Subsidiaries which are
            of a character required to be disclosed in the Final Prospectus and
            which has not been properly disclosed therein.

                  (x) The execution and delivery of the Indenture, the issuance
            and sale of the Securities and the execution and delivery of this
            Agreement and

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                                                                              11

            the consummation of the transactions herein contemplated do not and
            will not conflict with or result in a breach of any of the terms or
            provisions of, or constitute a default under, (a) the Articles of
            Incorporation or (b) By-laws of the Company, or (c) to such
            counsel's knowledge, any agreement or instrument filed as an exhibit
            to the Company's most recent annual report on Form 10-K or any
            subsequent quarterly report of the Company on Form 10-Q (other than
            licenses or permits granted by the FCC, on which such counsel need
            not express any opinion), or (d) will not contravene any law, rule
            or regulation of the United States or the State of Texas or the
            General Corporation Law of the State of Delaware, or, to such
            counsel's knowledge, any order or decree of any court or
            governmental agency or instrumentality, except, with respect to
            clause (c) above, a conflict, breach or default which would not have
            a materially adverse effect on the business or financial condition
            of the Company and its subsidiaries taken as a whole.

                  (xi) This Agreement has been duly authorized, executed and
            delivered by the Company.

                  (xii) No approval, consent, order, authorization, designation,
            declaration or filing by or with any regulatory, administrative or
            other governmental body having jurisdiction over the Company is
            necessary in connection with the execution and delivery of this
            Agreement and the consummation of the transactions herein
            contemplated (other than as may be required by the NASD or NYSE or
            as required by State securities and Blue Sky laws as to which such
            counsel need express no opinion) except such as have been obtained
            or made, specifying the same.

                  (xiii) The Company is not, and will not become, as a result of
            the consummation of the transactions contemplated by this Agreement,
            and application of the net proceeds therefor as described in the
            Final Prospectus, required to register as an investment company
            under the 1940 Act.

      In rendering such opinion, such counsel may rely (A) as to matters
      governed by the laws of states other than Texas or Federal laws on local
      counsel in such jurisdictions, provided that in each case such counsel
      shall state that they believe that they and the Underwriters are justified
      in relying on such other counsel and (B) as to matters of fact, on
      certificates of responsible officers of the Company and certificates or
      other written statements of officers or departments of various
      jurisdictions having custody of documents respecting the corporate
      existence or good standing of the Company and any Subsidiary. In addition
      to the matters set forth above, such opinion shall also include a
      statement to the effect that nothing has come to the attention of such
      counsel which leads them to believe that the Registration Statement, as of
      the time it became effective under the Act, the Final Prospectus or any
      amendment or supplement thereto, on the date it was filed pursuant to Rule
      424(b) and the Registration Statement and the Final Prospectus, or any
      amendment or supplement thereto, as of the Closing Date, contain an untrue
      statement of a material fact or omit to state a material fact required to
      be

<PAGE>

                                                                              12

      stated therein or necessary to make the statements therein not misleading
      (except that such counsel need express no view as to matters pertaining to
      the statistical information contained in the Final Prospectus or financial
      statements, schedules and other financial information contained or
      incorporated by reference in the Final Prospectus). With respect to such
      statement, such counsel may state that their belief is based upon the
      procedures set forth therein, but is without independent check and
      verification.

            (c) The Underwriters shall have received on the Closing Date the
      opinion of Wiley Rein & Fielding LLP, special FCC counsel to the Company,
      dated the Closing Date, addressed to the Underwriters as is reasonably
      acceptable to the Underwriters.

            (d) The Representatives shall have received from Cravath, Swaine &
      Moore LLP, counsel for the Underwriters, such opinion or opinions, dated
      the Closing Date, with respect to the issuance and sale of the Securities,
      the Registration Statement, the Final Prospectus (together with any
      supplement thereto) and other related matters as the Representatives may
      reasonably require, and the Company shall have furnished to such counsel
      such documents as they request for the purpose of enabling them to pass
      upon such matters.

            (e) The Company shall have furnished to the Representatives a
      certificate of the Company, signed by the Chief Executive Officer or the
      President and the principal financial or accounting officer of the
      Company, in their capacity as such, dated the Closing Date, to the effect
      that the signers of such certificate have carefully examined the
      Registration Statement, the Final Prospectus, any supplements to the Final
      Prospectus and this Agreement and that:

                  (i) the representations and warranties of the Company in this
            Agreement are true and correct in all material respects on and as of
            the Closing Date with the same effect as if made on the Closing
            Date, and the Company has complied with all the agreements and
            satisfied all the conditions on its part to be performed or
            satisfied at or prior to the Closing Date;

                  (ii) no stop order suspending the effectiveness of the
            Registration Statement has been issued and no proceedings for that
            purpose have been instituted or, to the Company's knowledge,
            threatened; and

                  (iii) since the date of the most recent financial statements
            included in the Final Prospectus (exclusive of any supplement
            thereto), there has been no material adverse change in the condition
            (financial or otherwise), prospects, business or properties of the
            Company and its subsidiaries, taken as a whole, whether or not
            arising from transactions in the ordinary course of business, except
            as set forth in or contemplated in the Final Prospectus (exclusive
            of any supplement thereto).

<PAGE>

                                                                              13

            (f) At the Execution Time and at the Closing Date Ernst & Young LLP
      shall have furnished to the Representatives letters dated as of the
      Execution Time and the Closing Date in form and substance satisfactory to
      the Representatives.

            (g) Except as agreed to by Banc of America Securities LLC,
      subsequent to the Execution Time, there shall not have been any decrease
      in the rating of any of the Company's debt securities by any "nationally
      recognized statistical rating organization" (as defined for purpose of
      Rule 436(g) under the Act) or any notice given of any intended or
      potential decrease in any such rating or of a possible change in any such
      rating that does not indicate the direction of the possible change.

            (h) Prior to the Closing Date the Company shall have furnished to
      the Representatives such further information, certificates and documents
      as the Representatives may reasonably request.

            If any of the conditions specified in this Section 5 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date by the Representatives. Notice of such
cancellation shall be given to the Company in writing or by telephone or
facsimile confirmed in writing.

            The documents required to be delivered by this Section 5 shall be
delivered at the office of Cravath, Swaine & Moore LLP, counsel for the
Underwriters, at Worldwide Plaza, 825 Eighth Avenue, New York, New York, on the
Closing Date.

            6. Reimbursement of Underwriters' Expenses. If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 5 hereof is not satisfied,
because of any termination pursuant to Section 9 hereof (other than a
termination under Section 9(b) resulting from a default by an Underwriter as
provided in Section 8 hereof) or because of any refusal, inability or failure on
the part of the Company to perform any agreement herein or comply with any
provision hereof other than by reason of a default by any of the Underwriters,
the Company will reimburse the Underwriters severally through Banc of America
Securities LLC on demand for all reasonable out-of-pocket expenses (including
reasonable fees and disbursements of counsel) that shall have been incurred by
them in connection with the proposed purchase and sale of the Securities, but
the Company shall not be liable in any event to any of the Underwriters for
damages on account of loss of anticipated profits from the sale of the
Securities.

            7. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Underwriter, the directors, officers, employees
and agents of each Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at

<PAGE>

                                                                              14

common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement for the registration of the Securities as originally
filed or in any amendment thereof, or in the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to reimburse
each such indemnified party, as reasonably incurred, for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that with respect to any untrue statement or omission of material fact made in
any Preliminary Final Prospectus, the indemnity agreement contained in this
Section 7(a) shall not inure to the benefit of any Underwriter from whom the
person asserting any such loss, claim, damage or liability purchased the
securities concerned, to the extent that any such loss, claim, damage or
liability of such Underwriter occurs under the circumstance where (w) the
Company had previously furnished copies of the Final Prospectus to the
Representatives, (x) delivery of the Final Prospectus was required by the Act to
be made to such person, (y) the untrue statement or alleged untrue statement or
omission or alleged omission of a material fact contained in the Preliminary
Final Prospectus was corrected in the Final Prospectus and (z) there was not
sent or given to such person, at or prior to the written confirmation of the
sale of such securities to such person, a copy of the Final Prospectus. This
indemnity agreement will be in addition to any liability which the Company may
otherwise have.

            (b) Each Underwriter severally agrees to indemnify and hold harmless
      the Company, each of its directors, each of its officers who signs the
      Registration Statement, and each person who controls the Company within
      the meaning of either the Act or the Exchange Act, to the same extent as
      the foregoing indemnity from the Company to each Underwriter, but only
      with reference to written information relating to such Underwriter
      furnished to the Company by or on behalf of such Underwriter through the
      Representatives specifically for inclusion in the documents referred to in
      the foregoing indemnity. This indemnity agreement will be in addition to
      any liability which any Underwriter may otherwise have. The Company
      acknowledges that the statements set forth under the heading
      "Underwriting" in the fourth, seventh and eighth paragraphs (except for
      the statement made by the Company in the third sentence of the eighth
      paragraph, as such statement relates to the Company) and in the last two
      sentences of the tenth paragraph, in any Preliminary Final Prospectus or
      the Final Prospectus, constitute the only information furnished in writing
      by or on behalf of the several Underwriters for inclusion in the documents
      referred to in the foregoing indemnity.

            (c) Promptly after receipt by an indemnified party under this
      Section 7 of notice of the commencement of any action, such indemnified
      party will, if a claim in respect thereof is to be made against the
      indemnifying party under this Section 7, notify the indemnifying party in
      writing of the commencement thereof; but the failure so to notify the
      indemnifying party (i) will not relieve it from liability under paragraph
      (a) or (b) above unless and to the extent it did not otherwise learn of
      such action and such failure results in the prejudice by the

<PAGE>

                                                                              15

      indemnifying party of substantial rights and defenses and (ii) will not,
      in any event, relieve the indemnifying party from any obligations to any
      indemnified party other than the indemnification obligation provided in
      paragraph (a) or (b) above. The indemnifying party shall be entitled to
      appoint counsel of the indemnifying party's choice at the indemnifying
      party's expense to represent the indemnified party in any action for which
      indemnification is sought (in which case the indemnifying party shall not
      thereafter be responsible for the fees and expenses of any separate
      counsel retained by the indemnified party or parties except as set forth
      below); provided, however, that such counsel shall be reasonably
      satisfactory to the indemnified party. Notwithstanding the indemnifying
      party's election to appoint counsel to represent the indemnified party in
      an action, the indemnified parties shall have the right to employ one
      separate counsel (and, if reasonably necessary, one additional local
      counsel), and the indemnifying party shall bear the reasonable fees, costs
      and expenses of such separate counsel if (i) the use of counsel chosen by
      the indemnifying party to represent the indemnified party would present
      such counsel with a conflict of interest, (ii) the indemnifying party
      shall not have employed counsel satisfactory to the indemnified party to
      represent the indemnified party within a reasonable time after notice of
      the institution of such action or, (iii) the indemnifying party shall
      authorize the indemnified party to employ separate counsel at the expense
      of the indemnifying party. An indemnifying party will not, without the
      prior written consent of the indemnified parties, settle or compromise or
      consent to the entry of any judgment with respect to any pending or
      threatened claim, action, suit or proceeding in respect of which
      indemnification or contribution may be sought hereunder (whether or not
      the indemnified parties are actual or potential parties to such claim or
      action) unless such settlement, compromise or consent includes an
      unconditional release of each indemnified party from all liability arising
      out of such claim, action, suit or proceeding.

            (d) In the event that the indemnity provided in paragraph (a) or (b)
      of this Section 7 is unavailable to or insufficient to hold harmless an
      indemnified party for any reason, the Company and the Underwriters agree
      to contribute to the aggregate losses, claims, damages and liabilities
      (including legal or other expenses reasonably incurred in connection with
      investigating or defending same) (collectively "Losses") to which the
      Company and one or more of the Underwriters may be subject in such
      proportion as is appropriate to reflect the relative benefits received by
      the Company and by the Underwriters from the offering of the Securities;
      provided, however, that in no case shall any Underwriter (except as may be
      provided in any agreement among underwriters relating to the offering of
      the Securities) be responsible for any amount in excess of the
      underwriting discount or commission applicable to the Securities purchased
      by such Underwriter hereunder. If the allocation provided by the
      immediately preceding sentence is unavailable for any reason, the Company
      and the Underwriters shall contribute in such proportion as is appropriate
      to reflect not only such relative benefits but also the relative fault of
      the Company and of the Underwriters in connection with the statements or
      omissions which resulted in such Losses as well as any other relevant
      equitable considerations. Benefits received by the Company shall be deemed
      to be equal to the total net proceeds from the offering (before deducting
      expenses), and benefits received by the

<PAGE>

                                                                              16

      Underwriters shall be deemed to be equal to the total underwriting
      discounts and commissions, in each case as set forth on the cover page of
      the Final Prospectus. Relative fault shall be determined by reference to,
      among other things, whether any untrue or any alleged untrue statement of
      a material fact or the omission or alleged omission to state a material
      fact relates to information provided by the Company on the one hand or the
      Underwriters on the other, the intent of the parties and their relative
      knowledge, access to information and opportunity to correct or prevent
      such untrue statement or omission. The Company and the Underwriters agree
      that it would not be just and equitable if contribution were determined by
      pro rata allocation or any other method of allocation which does not take
      account of the equitable considerations referred to above. Notwithstanding
      the provisions of this paragraph (d), no person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Act) shall
      be entitled to contribution from any person who was not guilty of such
      fraudulent misrepresentation. For purposes of this Section 7, each person
      who controls an Underwriter within the meaning of either the Act or the
      Exchange Act and each director, officer, employee and agent of an
      Underwriter shall have the same rights to contribution as such
      Underwriter, and each person who controls the Company within the meaning
      of either the Act or the Exchange Act, each officer of the Company who
      shall have signed the Registration Statement and each director of the
      Company shall have the same rights to contribution as the Company, subject
      in each case to the applicable terms and conditions of this paragraph (d).

            8. Default by an Underwriter. If any one or more Underwriters shall
fail to purchase and pay for any of the Securities agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay within 24 hours for (in the respective proportions which the amount of
Securities set forth opposite their names in Schedule II hereto bears to the
aggregate amount of Securities set forth opposite the names of all the remaining
Underwriters) the Securities which the defaulting Underwriter or Underwriters
agreed but failed to purchase; provided, however, that in the event that the
aggregate amount of Securities which the defaulting Underwriter or Underwriters
agreed but failed to purchase shall exceed 10% of the aggregate amount of
Securities set forth in Schedule II hereto, the remaining Underwriters shall
have the right to purchase within 24 hours all, but shall not be under any
obligation to purchase any, of the Securities, and if such nondefaulting
Underwriters do not purchase all the Securities, this Agreement will terminate
without liability to any nondefaulting Underwriter or the Company. In the event
of a default by any Underwriter as set forth in this Section 8, the Closing Date
shall be postponed for such period, not exceeding five Business Days, as the
Representatives shall determine in order that the required changes in the
Registration Statement and the Final Prospectus or in any other documents or
arrangements may be effected. Nothing contained in this Agreement shall relieve
any defaulting Underwriter of its liability, if any, to the Company and any
nondefaulting Underwriter for damages occasioned by its default hereunder.

            9. Termination. This Agreement may be terminated by you by notice to
the Company as follows:

<PAGE>

                                                                              17

            (a) at any time after the Execution Time and prior to the Closing
      Date if any of the following has occurred: (i) any material adverse change
      or any development involving a prospective material adverse change in or
      affecting the condition, financial or otherwise, of the Company and its
      subsidiaries taken as a whole or the earnings, business affairs,
      management or business prospects of the Company and its subsidiaries taken
      as a whole, whether or not arising in the ordinary course of business,
      (ii) any outbreak or escalation of hostilities or other national or
      international calamity or crisis or change in economic or political
      conditions, if the effect of such outbreak, escalation, calamity, crisis
      or change on the financial markets of the United States would, in your
      reasonable judgment, make the offering or delivery of the Securities
      impracticable, (iii) suspension of trading in securities on the NYSE or
      limitation on prices (other than limitations on hours or numbers of days
      of trading) for securities on the NYSE, (iv) the enactment, publication,
      decree or other promulgation of any federal or state statute, regulation,
      rule or order of any court or other governmental authority which in your
      reasonable opinion materially and adversely affects or will materially or
      adversely affect the business or operations of the Company and its
      subsidiaries taken as a whole, (v) declaration of a banking moratorium by
      either federal or New York State authorities, (vi) a material disruption
      in commercial banking or securities settlement or clearance services in
      the United States, if the effect of such disruption is so material or
      adverse that it makes the offering or delivery of the Securities on the
      terms and in the manner contemplated in the Final Prospectus impraticable
      or (vii) the taking of any action by any federal, state or local
      government or agency in respect of its monetary or fiscal affairs which in
      your reasonable opinion has a material adverse effect on the securities
      markets in the United States; or

            (b) as provided in Sections 5 and 8 of this Agreement.

            10. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers, and of the Underwriters set forth in or made pursuant
to this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
the officers, directors or controlling persons referred to in Section 7 hereof,
and will survive delivery of and payment for the Securities. The provisions of
Sections 6 and 7 hereof shall survive the termination or cancelation of this
Agreement.

            11. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed
or delivered to Banc of America Securities LLC, 40 West 57th Street,
NY1-040-27-01, New York, NY 10019, attention: High Grade Transaction
Management/Legal or, if sent to the Company, will be mailed or delivered to 200
East Basse Road, San Antonio, Texas 78209 attention: Randall Mays, Executive
Vice President.

            12. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 7 hereof, and no
other person will

<PAGE>

                                                                              18

have any right or obligation hereunder. The term "successors" shall not include
any purchaser of the Securities merely because of such purchase.

            13. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York.

            14. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

            15. Headings. The Section headings used herein are for convenience
only and shall not affect the construction hereof.

            16. Definitions. The terms which follow, when used in this
Agreement, shall have the meanings indicated.

            "Act" shall mean the Securities Act of 1933, as amended.

            "Basic Prospectus" shall mean the prospectus referred to in
      paragraph 1(a) above contained in the Registration Statement at the
      Effective Date including any Preliminary Final Prospectus.

            "Business Day" shall mean any day other than a Saturday, a Sunday or
      a legal holiday or a day on which banking institutions or trust companies
      are authorized or obligated by law to close in New York City or Dallas,
      Texas.

            "Commission" means the Securities and Exchange Commission.

            "Effective Date" shall mean each date and time that the Registration
      Statement, any post-effective amendment or amendments thereto and any Rule
      462(b) Registration Statement became or become effective.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
      amended.

            "Execution Time" shall mean the date and time that this Agreement is
      executed and delivered by the parties hereto.

            "Final Prospectus" shall mean the prospectus supplement relating to
      the Securities that is first filed pursuant to Rule 424(b) after the
      Execution Time together with the Basic Prospectus.

            "Preliminary Final Prospectus" shall mean any preliminary prospectus
      supplement to the Basic Prospectus which describes the Securities and the
      offering thereof and is used prior to filing of the Final Prospectus.

            "Registration Statement" shall mean the registration statement
      referred to in paragraph 1(a) above, including exhibits and financial
      statements, as amended at the Execution Time (or, if not effective at the
      Execution Time, in the form in which it shall become effective) and, in
      the event any post-effective amendment

<PAGE>

                                                                              19

      thereto or any Rule 462(b) Registration Statement becomes effective prior
      to the Closing Date (as hereinafter defined), shall also mean such
      registration statement as so amended or such Rule 462(b) Registration
      Statement, as the case may be. Such term shall include any Rule 430A
      Information deemed to be included therein at the Effective Date as
      provided by Rule 430A.

            "Rule 415", "Rule 424", "Rule 430A" and "Rule 462" refer to such
      rules under the Act.

            "Rule 430A Information" shall mean information with respect to the
      Securities and the offering thereof permitted to be omitted from the
      Registration Statement when it becomes effective pursuant to Rule 430A.

            "Rule 462(b) Registration Statement" shall mean a registration
      statement and any amendments thereto filed pursuant to Rule 462(b)
      relating to the offering covered by the initial registration statement.

            "Rules and Regulations" means the rules and regulations of the
      Commission.

            "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
      amended.

<PAGE>

                                                                              20

            If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Underwriters.

                                       Very truly yours,

                                       Clear Channel Communications, Inc.

                                       By:  /s/ Mark P. Mays
                                           -------------------------------------
                                           Name:  Mark P. Mays
                                           Title: President and Chief Executive
                                                  Officer

<PAGE>

                                                                              21

The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.

Banc of America Securities LLC

By:   /s/ Peter J. Carbone
    --------------------------------
    Name:  Peter J. Carbone
    Title: Vice President

For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.

<PAGE>

                                   SCHEDULE I

Underwriting Agreement dated December 13, 2004

Registration Statement No.  333-111070

Representatives:

      Banc of America Securities LLC

Underwriters:

      Banc of America Securities LLC

Title, Purchase Price and Description of Securities:

      Title: $250,000,000 of 5.5% Senior Notes due 2016 (the "notes")

      Principal Amount of Securities: $250,000,000

      Purchase Price (include accrued interest or amortization, if any):
      $247,407,500 for the $250,000,000 aggregate principal amount of the notes.

      Sinking fund provisions: None

      Redemption provisions:

      The notes are redeemable by the Company. The notes will be redeemable as a
whole at any time or in part from time to time, at the option of the Company, at
a redemption price equal to the greater of (i) 100% of the principal amount of
such notes being redeemed or (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the notes being redeemed from
the redemption date to December 15, 2016, discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate (as defined below) plus 30 basis points, plus, in either case,
any interest accrued but not paid to the date of redemption. Notice of any
redemption will be mailed at least 30 days but no more than 60 days before the
redemption date to each holder of the notes to be redeemed. Unless the Company
defaults in payment of the redemption price, on and after the redemption date
interest will cease to accrue on the notes or portions thereof called for
redemption. The notes will not be subject to any sinking fund provision.

      "Treasury Rate" means, with respect to any redemption date for the notes,
(i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which is published
weekly by the Board of Governors of the

<PAGE>

                                                                               2

Federal Reserve System and which establishes yields on actively traded United
States Treasury securities adjusted to constant maturity under the caption
"Treasury Constant Maturities," for the maturity corresponding to the Comparable
Treasury Issue (if no maturity is within three months before or after the
maturity date, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue shall be determined and the
Treasury Rate shall be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month), or (ii) if such release
referred to in clause (i) (or any successor release) is not published during the
week preceding the calculation date or does not contain the yields referred to
above, the rate per year equal to the semiannual equivalent yield maturity of
the Comparable Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date. The Treasury Rate shall be
calculated on the third Business Day preceding the redemption date.

      "Comparable Treasury Issue" means the United States Treasury security
selected by an "Independent Investment Banker" as having a maturity comparable
to the remaining term of the notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such notes.

      "Independent Investment Banker" means, with respect to any redemption date
for the notes, Banc of America Securities LLC and its successors or, if such
firm or any successor to such firm, as the case may be, is unwilling or unable
to select the Comparable Treasury Issue, an independent banking institution of
national standing appointed by the Trustee after consultation with the Company.

      "Comparable Treasury Price" means, with respect to any redemption date for
the notes, (i) the average of four Reference Treasury Dealer Quotations (as
defined below) for the redemption date, after excluding the highest and lowest
such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all such
quotations obtained.

      "Reference Treasury Dealer" means Banc of America Securities LLC and three
other primary U.S. Government securities dealers in the United States (each, a
"Primary Treasury Dealer") appointed by the Trustee in consultation with the
Company. If any of the foregoing shall cease to be a Primary Treasury Dealer,
the Company shall substitute therefor another Primary Treasury Dealer.

      "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.

      Other provisions: None

<PAGE>

                                                                               3

      Closing Date, Time and Location: December 16, 2004 at 10:00 a.m. at
      Cravath, Swaine & Moore LLP, Worldwide Plaza, 825 Eighth Ave., New York,
      NY 10019

      Type of Offering: Non-delayed

      Overallotment Option: None

<PAGE>

                                   SCHEDULE II



                                                             Principal Amount
                   Underwriters                                 of Notes
                   ------------                                 --------
                                                          
Banc of America Securities LLC....................             $250,000,000
                                                               ------------
         Total....................................             $250,000,000
                                                               ============


The Company has not granted the Underwriters an option to purchase any
additional principal amount of the above referenced securities.

<PAGE>

                                  SCHEDULE III

                                DISCLOSURE ITEMS

1.    Material Subsidiaries

      A.    Clear Channel Outdoor, Inc.

      B.    Clear Channel Broadcasting, Inc.

      C.    Clear Channel Broadcasting Licenses, Inc.

      D.    Clear Channel Holdings, Inc.

      E.    Jacor Communications Company

      F.    SFX Entertainment, Inc.

      G.    AMFM Operating Inc.

      H.    The Ackerley Group, Inc.

2.    Liens, Encumbrances and other disclosure relating to the Company's and its
      Subsidiary capital stock.

      A     Under the Company's existing Amended and Restated Credit Agreement,
            neither the Company nor its subsidiaries may pledge any of the
            capital stock of the Subsidiaries.

      B.    Under AMFM Operating Inc.'s public indebtedness, there are
            restrictions and limitations on the sale of AMFM Operating Inc.'s
            and its subsidiaries' capital stock.

3.    NASD Affiliates

      Theodore H. Strauss, a director of the Company, is a senior managing
      director of Bear, Stearns & Co., Inc., which is a member of the NASD.

      Perry Lewis, a director of the Company, is an affiliate of Morgan, Lewis,
      Githens & Ahn, Inc., which is a member of the NASD.

4.    SFX Entertainment, Inc. has certain earn out agreements not to exceed 1%
      of the capital stock of SFX Entertainment.

5.    At the Senate Judiciary Committee hearing on July 24, 2003, an Assistant
      United States Attorney General announced that the Department of Justice
      (the "DOJ"), is pursuing two separate antitrust inquiries concerning the
      Company. One inquiry is whether the Company has violated antitrust laws in
      one of its radio markets. The other is whether the Company has limited
      airplay of artists who do not use its concert services in violation of
      antitrust laws. The Company is cooperating fully with all such inquiries.

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6.    On September 9, 2003, the Assistant United States Attorney for the Eastern
      District of Missouri caused a Subpoena to Testify before Grand Jury to be
      issued to the Company. The Subpoena requires the Company to produce
      certain information regarding commercial advertising run by the Company on
      behalf of offshore and/or online (Internet) gambling businesses, including
      sports bookmaking and casino-style gambling. The Company is cooperating
      fully with the requirements of the Subpoena.