SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO/A

(Amendment No. 4)

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

COX RADIO, INC.

(Name of Subject Company (Issuer))

COX MEDIA GROUP, INC.

(Offeror)

COX ENTERPRISES, INC.

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

CLASS A COMMON STOCK, PAR VALUE $0.33 PER SHARE
(Title of Class of Securities)

224051102
(CUSIP Number of Class of Securities)

Andrew A. Merdek, Esq.
Cox Enterprises, Inc.
6205 Peachtree Dunwoody Road
Atlanta, Georgia 30328
Telephone: (678) 645-0000
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)

Copy to:

Stuart A. Sheldon, Esq.
Thomas D. Twedt, Esq.
Dow Lohnes PLLC
1200 New Hampshire Avenue, N.W.
Washington, D.C. 20036
Telephone: (202) 776-2000

CALCULATION OF FILING FEE

Transaction Valuation(1): $65,237,321 Amount of Filing Fee(2): $3,641

(1)

Estimated solely for the purpose of calculating the amount of the filing fee in accordance with the Securities Exchange Act of 1934 based on the product of (i) $3.80 (i.e., the tender offer price) and (ii) 17,167,716, the estimated maximum number of shares of Class A common stock, par value $0.33 per share, of Cox Radio, Inc. Such number of Shares represents the 20,759,670 Shares outstanding as of March 17, 2009, less the 3,591,954 Shares already beneficially owned by Cox Enterprises, Inc.

(2)

The amount of the filing fee calculated in accordance with the Securities Exchange Act of 1934 equals $55.80 for each $1,000,000 of value. The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 and Fee Rate Advisory #5 for Fiscal Year 2009, issued March 11, 2009.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously paid:	$3,641
Filing Party:	Cox Enterprises, Inc. and Cox Media Group, Inc.
Form or registration no.:	Schedule TO-T
Date Filed:	March 23, 2009

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

þ going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

TABLE OF CONTENTS

	ITEMS 1 THROUGH 9, 11 AND 13.
	ITEM 12. EXHIBITS.
SIGNATURES
EXHIBIT INDEX
EX-(a)(1)(L)
EX-(a)(5)(D)
EX-(a)(5)(E)
EX-(a)(5)(F)
EX-(a)(5)(G)
EX-(a)(5)(H)
EX-(c)(5)
EX-(c)(6)
EX-(c)(7)
EX-(c)(8)
EX-(c)(9)
EX-(c)(10)

Explanatory Note

This Amendment No. 4 amends and supplements the Tender Offer Statement and Rule 13E-3 Transaction Statement filed under cover of Schedule TO-T on March 23, 2009 (as previously amended and supplemented, the “Schedule TO”), by Cox Enterprises, Inc., a Delaware corporation (“Enterprises”), and Cox Media Group, Inc., a Delaware corporation and a wholly-owned subsidiary of Enterprises (“Media”). The Schedule TO relates to the offer by Media to purchase all of the issued and outstanding shares of Class A common stock, par value $0.33 per share (the “Shares”), of Cox Radio, Inc., a Delaware corporation and a majority-owned subsidiary of Media (“Radio”), not owned by Media upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 23, 2009 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements from time to time thereto, collectively constitute the “Offer”).

All capitalized terms used in this Amendment No. 4 without definition have the meanings ascribed to them in the Offer to Purchase, as filed with the Schedule TO on March 23, 2009.

The items of the Schedule TO set forth below are hereby amended and supplemented as follows.

Items 1 through 9, 11 and 13.

     (1) The Offer is extended to, and will expire, at 12:00 midnight, New York City time, on Friday, May 1, 2009, unless further extended.

     (2) All references to the Expiration Date set forth in the Letter of Transmittal, the Notice of Guaranteed Delivery, the Letter from Citigroup Global Markets Inc. to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees, and the Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees are hereby amended to reflect the Expiration Date as 12:00 midnight, New York City time, on Friday, May 1, 2009.

     (3) The last sentence of the fourth paragraph on the cover page of the Offer to Purchase is hereby replaced with the following:

“Any representation to the contrary is a criminal offense.”

     (4) The following is hereby added to the end of the “Summary Term Sheet” in the Offer to Purchase:

“What is your position as to the fairness of the transaction?

“Media and Enterprises believe that the transaction is fair to Radio’s stockholders (other than Enterprises, Media and their affiliates), principally because:

• the tender offer price represented premiums of approximately 15.2% and 21.8% over the closing price and 10-day volume-weighted average closing price, respectively, of the Shares on March 20, 2009, the last trading day prior to the date we commenced the tender offer;

• the actual results for Radio through February 2009 and an updated 2009 forecast reflected a continued decline in advertising revenue as a result of continuing weakness in the economy; and

• the transaction provides stockholders with the opportunity to receive the tender offer price in cash expeditiously without having to incur brokerage or other costs typically associated with market sales.

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“Media and Enterprises have considered the following principal factors that do not contribute to the fairness of the transaction:

• our financial interest to acquire the remaining Shares at a favorable price to us conflicts with the financial interests of Radio’s other stockholders;

• the Shares have historically traded at higher trading price levels; and

• certain recent appraisals of Radio undertaken for purposes unrelated to the tender offer suggests a higher per Share price than the tender offer price.

“See “Special Factors — Position of Enterprises and Media Regarding the Fairness of the Offer.” On the basis of the factors the boards of directors of Enterprises and Media considered in determining the fairness of the tender offer price and the familiarity of the boards of directors with Radio’s business, the boards of directors did not believe that it was necessary to incur the additional expense of obtaining a fairness opinion from Citi or any updated financial presentations to Citi’s financial presentation to us on March 22, 2009.”

“Are there any financial reports or valuations regarding Radio?

“For purposes of assisting the boards of directors of both Enterprises and Media in determining the fairness of the tender offer price, Citi provided the boards of directors of Enterprises and Media with a financial presentation regarding Radio on March 22, 2009. This financial presentation is summarized in “Special Factors — Summary of Presentation by Citi to the Enterprises and Media Boards of Directors.” In addition, Enterprises annually obtains appraisals of its businesses, including Radio, solely for compensatory purposes, and while Enterprises’ board of directors was aware of the preliminary values assigned by the appraisals as of December 31, 2008, the appraisals were not provided to Citi in connection with the preparation of its presentation and the appraisals were not part of Enterprises’ board of director’s determination of the price offered. The 2007 and preliminary 2008 appraisals are summarized in “Special Factors — Annual Appraisal for Compensatory Purposes.” Further, Radio obtained a valuation of its radio stations and FCC licenses as of December 31, 2008 in connection with its annual impairment testing pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets. Again, Enterprises’ board of directors was aware of these valuation reports, but they were not provided to Citi in connection with the preparation of its presentation and Enterprises’ board of directors did not rely upon, refer or otherwise use the valuation reports in determining the price offered. A summary of such valuations is set forth in “Special Factors — SFAS No. 142 Appraisals.”

“What will be the accounting treatment for the transaction?

“The transaction is expected to be accounted for by us as an equity transaction in accordance with SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51. Accordingly, Radio will not account for the transaction directly.”

     (5) The third sentence of the second bullet under the second paragraph under “Special Factors — Background of This Offer” in the Offer to Purchase is hereby replaced in its entirety with the following sentence:

“At the meeting, Radio’s management discussed cost cutting initiatives and reducing planned capital expenditures, and, shortly after the meeting, Radio decided to suspend purchases under Radio’s stock repurchase program once the trading plan already in place expired on its own terms in early March 2009 in order to have cash available to reduce its indebtedness.”

     (6) The following is hereby added at the end of the first sentence of the third bullet under the second paragraph under “Special Factors — Background of This Offer” in the Offer to Purchase:

“and ‘The Tender Offer — Section 7 — Certain Information Concerning Radio — February Forecast.’”

     (7) The fourth, fifth and sixth paragraphs under “Special Factors — Background of This Offer” in the Offer to Purchase are hereby replaced in their entirety with the following four paragraphs:

“In light of the continuing decline in Radio’s advertising revenue and the decrease in Radio’s market price per Share, and after consideration of Enterprises’ possible response to a default by Radio under its revolving credit facility, on March 11, 2009, Dyer asked Citi and Dow Lohnes PLLC, legal counsel to Enterprises (“Dow Lohnes”), to advise as to the financial and legal considerations pertinent to Enterprises acquiring the Shares not beneficially owned by Enterprises. Enterprises was interested in a transaction that would accomplish this goal as expeditiously as possible.

“In considering a structure for the transaction, we particularly considered the following:

• A tender offer would permit us to acquire the remaining interest in Radio that we do not already own on an expeditious basis and provide Radio’s public stockholders with a prompt opportunity to receive cash in exchange for their Shares.

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• A tender offer followed by a short-form merger is a common means of effecting an acquisition.

• If the short-form merger occurs, stockholders who do not tender their Shares in the Offer and who otherwise comply with applicable requirements may decline the merger consideration and exercise appraisal rights in connection with the short-form merger under Delaware law.

“On March 13, 2009, Hayes, Dyer, Andrew A. Merdek, Enterprises’ general counsel and corporate secretary (“Merdek”), and Johnston held preliminary discussions with representatives of Citi and an attorney of Dow Lohnes regarding a prospective tender offer for the Shares not beneficially owned by Enterprises, which would be followed by a short-form merger if at least 90% of the outstanding Shares, after giving effect to the conversion of the shares of Radio’s Class B common stock held by us into Shares, were validly tendered and not withdrawn. Dow Lohnes presented a number of legal considerations, including Delaware law considerations, such as the use of a transaction structure in which a prospective tender offer by Enterprises would be subject to a non-waivable majority of the minority condition (which is a part of this Offer) and the commitment to effect a “short-form” merger under Delaware law if Media’s ownership of Radio rises to at least 90% of the outstanding Shares, after giving effect to the conversion of the shares of Radio’s Class B common stock held by us into Shares, and federal securities law considerations, such as the requirement that Enterprises’ and Media’s boards of directors assess the fairness of the Offer price and the requirement that Radio make a statement regarding the Offer within 10 business days of its commencement. Citi discussed a number of financial considerations with respect to analyzing a proposal to purchase some or all of the publicly-held Shares, including historical trading information for the Shares, certain trading metrics, as well as the terms of certain precedent transactions.

“On March 16, 2009, Hayes, Dyer, Schwartz, Merdek and an attorney of Dow Lohnes met with James C. Kennedy, Enterprises’ Chairman (“Kennedy”), in order to discuss and examine the benefits to Enterprises of a prospective tender offer. Also discussed were preliminary discussion materials delivered to Enterprises by Citi on March 16, 2009. The discussion materials included, among other things, historical trading information for the Shares, certain trading metrics, as well as a summary of potential additional cash flow and savings from Radio that had been identified by Enterprises if Radio were a wholly-owned subsidiary of Enterprises. These savings were an estimated $3 million per year related to being a public company and $2 million per year of cost synergies offset by approximately $1 million per year in additional interest expense.”

     (8) The penultimate and last sentences of the first paragraph following the tables presented under “Special Factors — Background of This Offer” in the Offer to Purchase are hereby replaced in their entirety with the following:

“After discussion and based on a review of numerous factors and considerations in consultation with its legal and financial advisors, the boards of directors of Enterprises and Media discussed the proposed structure and terms for a transaction based upon the structure described by Dow Lohnes and the financial analysis provided by Citi. The boards of directors of Enterprises and Media both unanimously approved the Offer and determined that the $3.80 price, net per Share, is fair to Radio’s stockholders who are unaffiliated with Enterprises and its subsidiaries. See ‘Special Factors — Position of Enterprises and Media Regarding the Fairness of the Offer.’”

     (9) The penultimate and last paragraphs under “Special Factors — Background of This Offer” in the Offer to Purchase are hereby replaced in their entirety with the following:

“Following the meeting, Kennedy, Hayes and Schwartz telephoned the Radio board members who are not executive officers or directors of Enterprises and advised them of the Offer. In his calls with Juanita P. Baranco (“Baranco”) and Nick W. Evans, Jr. (“Evans”), Kennedy advised them of

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Radio’s requirement under federal securities laws to make a statement regarding the Offer within 10 business days of its commencement and that a special committee formed for such purpose was expected to be delegated with the responsibility of making such a statement. Kennedy further informed them that as they were the Radio directors not affiliated with Enterprises or us, they would be the likely candidates to be asked to be on the special committee, and that it was expected that the special committee would be empowered to engage its own independent legal and financial advisors to advise it in connection with making the statement. In the course of these telephone calls, both Baranco and Evans informed Kennedy that they would agree to be on the special committee if asked by the board of directors.

“Enterprises then sent by e-mail a letter to the members of the Radio board of directors describing the Offer. Among other things, the letter stated Enterprises’ expectation that a special committee of independent directors of Radio would be formed to evaluate the Offer. The letter also stated that Enterprises is not interested in selling its Shares and will not consider any strategic transaction involving Radio other than the Offer.

“On the morning of March 23, 2009, Enterprises announced the Offer with a press release, and Enterprises filed an amendment to its Schedule 13D. Shortly after the press release and the filing, Odom, Merdek, who also serves as Media’s and Radio’s corporate secretary, Shauna J. Sullivan, assistant secretary to Enterprises, Media and Radio, and an attorney of Dow Lohnes, which also serves as Radio’s outside counsel, contacted Baranco and Evans by telephone to briefly discuss the formation of a special committee that would be charged with making a statement regarding the Offer within 10 business days and the expectation that the special committee would engage independent advisors. Subsequent to the call, Merdek provided Baranco and Evans with a list of counsel and financial advisors and firms that had previously worked with Enterprises, Media and their affiliates over the prior two years. Baranco and Evans informed Enterprises that, on March 23, 2009 and March 25, 2009, respectively, they retained DLA Piper LLP (US) (“DLA Piper”) as their independent legal advisor and Gleacher Partners LLC (“Gleacher”) as their financial advisor. Between March 24 and March 27, 2009, representatives of Dow Lohnes and DLA Piper discussed the authority that the Radio board of directors proposed to grant to the special committee with respect to the Offer.

“On March 26, 2009, Odom made a written request to Johnston for a copy of all information that Radio has provided to Enterprises in the ordinary course that was subsequently used in connection with planning and preparing the Offer. The next day an attorney of Dow Lohnes responded to Odom’s request by providing to DLA Piper copies of all such materials that were provided to Dow Lohnes by Enterprises and Media, as well as Enterprises’ analysis of the number of outstanding Shares that was derived from stockholding information provided by Radio in the ordinary course.

“On March 30, 2009, as requested by Gleacher, attorneys of Dow Lohnes and representatives of Citi participated in a conference call with representatives of Gleacher and attorneys from DLA Piper to discuss Radio’s adjusted projected unlevered free cash flow for 2013, which was used by Citi in performing its discounted cash flow analysis prepared for its presentation to the boards of directors of Enterprises and Media on March 22, 2009.

“Also, that same day, an attorney of Dow Lohnes forwarded to DLA Piper an e-mail correspondence from Johnston confirming, on behalf of Enterprises and Media, that the materials that Dow Lohnes had previously provided to DLA Piper on March 27, 2009 were, in fact, all the materials that Radio had provided to Enterprises or Media in the ordinary course that were subsequently used in connection with planning and preparing the Offer. The correspondence also included our analysis of the number of outstanding shares of Radio common stock that was derived from stock holding information provided by Radio in the ordinary course.

“On March 31, 2009, the special committee was formally established by a unanimous written consent of the board of directors of Radio. Pursuant to the unanimous written consent, the special committee was authorized and empowered to retain independent legal and financial advisors and was delegated the exclusive power and authority of Radio’s board of directors, to the fullest extent permitted by applicable law and Radio’s bylaws, to consider the Offer and make a statement regarding the Offer to Radio’s stockholders. A copy of the unanimous written consent is being filed as Exhibit (a)(5)(G) to this Amendment No. 4 to the Schedule TO and is incorporated herein by reference. In light of Enterprises’ statement that it was not interested in selling its Shares and would not consider any strategic transaction involving Radio other than the Offer, the special committee was not empowered or authorized to initiate, solicit or accept alternative proposals from third parties with respect to the acquisition of any of the assets or of the capital stock of Radio. The consent also ratified the authority of Baranco and Evans to take the informal acts previously taken by them in their capacities as the likely members of the special committee, which included their retention of independent legal and financial advisors.

“On April 1, 2009, Radio filed a Form 8-K with the Commission and issued a press release announcing the formation of the special committee. Radio also filed the press release under cover of a Schedule 14D-9.

“On April 3, 2009, Evans called Hayes to advise him that the special committee intended to recommend acceptance of the Offer to Radio’s stockholders. That same day, an attorney of DLA Piper contacted an attorney of Dow Lohnes to advise him of the same. Radio filed its Schedules 14D-9 and 13E-3 and issued a press release and letter to stockholders recommending the Offer later that day. Radio’s Schedule 14D-9 contained the special committee’s statement that it had not been granted authority to negotiate the terms of the Offer pursuant to the March 31, 2009 unanimous written consent, which was different from Enterprises’ and Media’s understanding of the special committee’s authority.

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“On April 7, 2009, Enterprises received preliminary Radio results for the three months ended March 31, 2009, as described under “The Tender Offer — Section 7 — Certain Information Concerning Radio — Preliminary First Quarter Results.” Hayes, Dyer, Schwartz and Johnston reviewed this new information and noted that preliminary results for the month and the quarter were well below the expectations for March reflected in the Radio long range plan developed in 2008. The preliminary results showed a slight improvement in March operating cash flow, when compared to the February Forecast. However, this did not have a material impact on the operating cash flow for full-year 2009, as set forth in the February Forecast. See “The Tender Offer — Section 7 — Certain Information Concerning Radio — Summary of Radio’s Long Range Plan” and “The Tender Offer — Section 7 — Certain Information Concerning Radio — February Forecast” and “The Tender Offer — Section 7 — Certain Information Concerning Radio — March Forecast” for more information. Radio also provided Enterprises in the ordinary course with updated advertising sales pacings relative to last year. For the second and third quarter of 2009, Radio’s advertising sales pacings were (28)% and (35)%, respectively, compared to the comparable periods of 2008. These advertising sales pacings remained significantly below the revenue numbers projected in the February Forecast and showed the continued weakness in Radio’s revenues.

“On April 13, 2009, Baranco and Evans telephoned Dyer and informed him that although the special committee believed that the Offer price remained fair, from a financial point of view, to Radio’s stockholders (other than Enterprises and Media), they were concerned that the non- waivable majority of the minority condition might not be met as an insufficient number of Shares were likely to be tendered prior to the expiration of the Offer. Baranco and Evans discussed with Dyer several factors underlying their concern and stated to Dyer that Enterprises and Media should consider increasing the Offer price.

“On April 15, 2009, representatives of Citi telephoned representatives of Gleacher to discuss a process for the special committee, Enterprises and Media to discuss the Offer. There were no substantive discussions of the Offer in this conversation.

“Also, on April 15, 2009, Dyer telephoned the special committee to discuss the Offer price. Dyer informed the special committee that Enterprises and Media would consider increasing the Offer price, but that Enterprises and Media had requested that the special committee propose an increased Offer price. The special committee stated that it was not in a position to propose an increased Offer price and suggested that Enterprises and Media should consider the public trading prices of the Shares since the announcement of the Offer. Dyer indicated to the special committee that the process for reaching an increased Offer price would be important. Later that day, in a telephone call initiated by Baranco and Evans to Dyer, the special committee again encouraged Dyer to increase the Offer price, taking into consideration the trading range of the Shares during the period of the Offer. Subsequently, representatives of Dow Lohnes and DLA Piper had several telephone calls to discuss the prior telephone calls between Dyer and the special committee and the process for the parties to discuss the Offer price. In those conversations, DLA Piper informed Dow Lohnes that the special committee expected a response from Dyer if Enterprises and Media decided to increase the Offer price as a result of the special committee’s conversations with Dyer.

“On April 16, 2009, Dyer telephoned Baranco and Evans to discuss a potential increase in the Offer price. During the course of these discussions, Dyer told the special committee that, while the market price for the Shares since the announcement of the Offer had traded between approximately $4.00 per Share and $4.39 per Share, he did not believe these trading prices were necessarily indicative of value considering, among other things, the relatively small volume of Shares traded each day. Dyer then stated that Enterprises and Media were giving serious consideration to increasing the Offer price to $4.20 per Share and that the increased price may not be Enterprises’ and Media’s last and final offer, but the parties needed to determine a process to negotiate the Offer price. Later that day, the special committee telephoned Dyer and said their advice was that Dyer make Enterprises’ and Media’s last and final offer with respect to the Offer price.

“On April 17, 2009, representatives of Dow Lohnes and DLA Piper discussed by telephone the status of the Offer, the scope of the special committee’s authority, and the special committee’s willingness and the willingness of its financial advisor to engage in negotiations. They also discussed that the special committee’s understanding of the authority granted to it in the context of the negotiations of the unanimous written consent that formed the special committee on March 31, 2009 differed from Enterprises’ and Media’s understanding.

“On April 19, 2009 Radio’s board of directors adopted a resolution by unanimous written consent regarding the special committee’s authority to negotiate with Enterprises and Media with respect to the terms of the Offer, including the Offer price. A copy of the unanimous written consent, effective April 19, 2009, is being filed as Exhibit (a)(5)(H) to this Amendment No. 4 to the Schedule TO and is incorporated herein by reference.

“On the morning of April 20, 2009, Enterprises issued a press release announcing an extension of the Expiration Date for the Offer to 12:00 midnight on May 1, 2009 and filed an amendment to the Schedule TO.”

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     (10) The following is hereby added immediately after the first sentence under “Special Factors — Position of Enterprises and Media Regarding the Fairness of the Offer” in the Offer to Purchase:

“For purposes of the discussion set forth in this “— Position of Enterprises and Media Regarding the Fairness of the Offer,” the use of the terms “we,” “our” and “us” refer to Enterprises and Media.”

     (11) The third bullet under “Special Factors — Position of Enterprises and Media Regarding the Fairness of the Offer — Factors Not Supportive of Our Fairness Determination” in the Offer to Purchase is hereby replaced in its entirety with the following:

“As described in “Special Factors — Annual Appraisal for Compensatory Purposes,” we annually appraise the value of Enterprises and its component businesses as of the end of each year for compensation purposes. The preliminary 2008 appraisal assumed a value for Shares held by stockholders other than Media equal to the 20-day average closing price at year end, or $6.09, as of December 31, 2008. Further, the two preliminary appraisals being prepared by Bond & Pecaro and Duff & Phelps separately determined the net of debt equity value of Radio at approximately $665 million and $1.0 billion, respectively, as of December 31, 2008. However, since year-end 2008, the economic environment has further deteriorated, and advertiser-supported businesses, like Radio, have been particularly adversely affected.”

     (12) The lead-in disclosure to the second set of bulleted disclosure under “Special Factors — Position of Enterprises and Media Regarding the Fairness of the Offer — Factors Supportive of Our Fairness Determination” in the Offer to Purchase is hereby replaced in its entirety with the following:

“In addition, we believe that the Offer is procedurally fair to stockholders of Radio who are unaffiliated with us, notwithstanding the fact that the special committee formed by Radio to consider the Offer will not appoint or retain a representative unaffiliated with us that would act solely on behalf of the unaffiliated stockholders in connection with negotiating the terms of the Offer or preparing a report concerning the fairness of the Offer, based on the following factors:”

     (13) The following is hereby added at the end of the first sentence of the second sub-bullet of the third bullet of the second paragraph under “Special Factors — Position of Enterprises and Media Regarding the Fairness of the Offer — Factors Supportive of Our Fairness Determination” in the Offer to Purchase:

“including the ability to hire a financial advisor to provide the special committee with an opinion as to the fairness to the stockholders unaffiliated with Enterprises and Media of the per Share Offer price from a financial point of view”

     (14) The following is hereby added after the fifth bullet under “Special Factors — Position of Enterprises and Media Regarding the Fairness of the Offer — Factors Not Supportive of Our Fairness Determination” in the Offer to Purchase:

“We have not requested or sought an opinion from Citi as to the fairness of the Offer price in connection with its financial presentation of its financial analyses of Radio. See “Special Factors — Summary of Presentation by Citi to the Enterprises and Media Boards of Directors.” We have also not requested or sought such a fairness opinion from any other outside party. Accordingly, our determination regarding the fairness of the Offer price rests solely on our boards of directors’ consideration of the factors set forth in “Special Factors — Position of Enterprises and Media Regarding the Fairness of the Offer — Factors Supportive of Our Fairness Determination,” without separate or independent confirmation of our fairness determination by any third party. As set forth in “Special Factors — Interests of Certain Persons in the Offer — Certain Interests of Enterprises and Media,” our financial interest in acquiring the remaining Shares at a favorable price to us conflicts with the financial interests of Radio’s unaffiliated stockholders.”

     (15) The following is hereby added as the last bullet under “Special Factors — Position of Enterprises and Media Regarding the Fairness of the Offer — Factors Not Supportive of Our Fairness Determination” in the Offer to Purchase:

“The special committee formed by Radio to consider the Offer will not appoint or retain a separate representative unaffiliated with us to act solely on behalf of the unaffiliated stockholders in connection with negotiating the terms of the Offer or preparing a report concerning the fairness of the Offer.”

     (16) The following is hereby added as the second paragraph under “Special Factors — Position of Enterprises and Media Regarding the Fairness of the Offer — Factors Not Considered” in the Offer to Purchase:

“While we did not establish a specific going-concern value for Radio and did not believe that there is a single method for determining going-concern value, we believed that each of Citi’s valuation methodologies represented a valuation of Radio as it continues to operate its business, and, to that

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extent, such analyses could be collectively characterized as forms of going concern valuations. For example, we considered the comparable companies analysis, which could be considered to represent the standalone valuation of Radio if it traded at the multiples calculated for the selected companies. In addition, the discounted cash flow analysis could be considered a standalone valuation of Radio based on the present value of Radio’s estimated future unlevered, after-tax free cash flows and the present value of the estimated terminal values for Radio. We considered these analyses in the context of the other financial analyses performed by Citi for its financial presentation, and, in that regard, such analyses were factors we considered as part of our fairness determination.”

     (17) The penultimate sentence of the fifth paragraph under “Special Factors — Summary of Presentation by Citi to the Enterprises and Media Boards of Directors” in the Offer to Purchase is hereby replaced in its entirety with the following:

Citi did not make, and it was not provided with, an independent evaluation or appraisal of any assets or liabilities, contingent or otherwise, of Enterprises, Media, Radio or any other person referred to in the presentation, including, without limitation, the appraisals and reports described in “— Annual Appraisal for Compensatory Purposes,” “— SFAS No. 142 Appraisals” and “— Valuation Research Corporation Appraisal,” and Citi did not make any physical inspection of Radio’s properties or assets.

     (18) The first sentence of the paragraph under “Special Factors — Summary of Presentation by Citi to the Enterprises and Media Boards of Directors — Research Analyst Views” in the Offer to Purchase is hereby replaced in its entirety with the following:

“Citi reviewed reports of seven research analysts found in the following publicly available equity research reports: The Wall Street Strategies Report (March 11, 2009); Goldman Sachs (March 5, 2009); Wachovia Equity Research (March 4, 2009); JP Morgan (March 4, 2009); Barrington Research (March 4, 2009); Argus Research Corporation (February 17, 2009); and Stanford Group (January 8, 2009).”

     (19) The following is hereby added immediately after the fourth sentence of the paragraph under “Special Factors — Summary of Presentation by Citi to the Enterprises and Media Boards of Directors — Discounted Cash Flow Analysis” in the Offer to Purchase:

“The perpetuity growth rate range of 0.00% to 3.00% was selected after considering the growth rates for Radio’s revenue and EBITDA that were projected by Radio management and set forth in the Radio Long Range Plan, as well as the growth rates for advertising expenditures in the U.S. radio industry generally that have been forecasted by certain third parties.”

     (20) The second paragraph under “Special Factors — Summary of Presentation by Citi to the Enterprises and Media Boards of Directors — Illustrative Premiums” in the Offer to Purchase is hereby replaced in its entirety with the following:

“Citi calculated the implied premiums initially offered and actually paid in each of the all-cash tender offers for minority interests valued between $50 million and $3.0 billion since January 1, 2004, based on the target company’s closing price per share one day and one month prior to the initial announcement of the offer (or, in the event that there were public reports prior to announcement of the offer, the unaffected share price). Citi observed that the premiums offered with respect to the target company’s closing price per share one day prior to the initial announcement of the offer ranged from (5.1)% to 22.9%, with a mean of 8.0% and a median of 8.0%, and that premiums offered with respect to the target company’s closing price per share one month prior to the initial announcement of the offer ranged from (1.1)% to 26.1%, with a mean of 9.6% and a median of 6.9%. Citi also observed that the premiums actually paid with respect to the target company’s closing price per share one day prior to the initial announcement of the offer ranged from (0.7)% to 44.0%, with a mean of 19.5% and a median of 17.5%, and that premiums actually paid with respect to the target company’s closing price per share one month prior to the initial announcement of the offer ranged from 14.1% to 27.0%, with a mean of 20.5% and a median of 19.9%. Based on these observations, Citi then applied a range of illustrative premiums of 15% to 35% to the closing per Share price of $3.30 on March 20, 2009. This analysis indicated an implied per share reference range of $3.80 to $4.46.”

     (21)  The table under “Special Factors — Summary of Presentation by Citi to the Enterprises and Media Boards of Directors — Stock Trading History and Implied Premiums” in the Offer to Purchase is hereby replaced in its entirety with the following:

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	Implied Premium at
	$3.80 per Share
March 20, 2009 ($3.30)		15.2	%
10-Day VWAP as of March 20, 2009 ($3.12)		21.8	%
One-Month VWAP as of March 20, 2009 ($4.06)		(6.5	)%
Three-Month VWAP as of March 20, 2009 ($4.82)		(21.2	)%
52-Week High as of March 20, 2009 ($13.05)		(70.9	)%
52-Week Low as of March 20, 2009 ($3.01)		26.2	%

     (22) The second through last paragraphs under “Special Factors — Annual Appraisal for Compensatory Purposes” in the Offer to Purchase are hereby replaced in their entirety with the following:

          “2007 Appraisals

“In preparing his appraisal of Enterprises, Mr. Morton analyzed the history of Radio, the economic outlook for the U.S. economy generally and the radio industry, book value and the financial condition of Radio, goodwill and other intangibles, the demographic and retail sales characteristics of each of Radio’s radio station markets, prices paid for broadcast properties in the private mergers and acquisitions market, as well as data provided by Enterprises, consisting primarily of financial results and projections. Average trading prices of Radio and other publicly-traded radio companies were also considered in valuing Radio as well as providing the basis for valuing the minority ownership.

“In preparing its appraisal of Enterprises, Bond & Pecaro reviewed publicly available information related to the radio industry as well as data provided by Enterprises, consisting primarily of financial results and projections. The principal method Bond & Pecaro used in appraising Radio was the discounted cash flow method. Bond & Pecaro projected after-tax cash flows over a 10-year period for each radio station and discounted the projected after-tax cash flows and estimated terminal values to present value using an appropriate discount rate. The discount rate used was based upon an after-tax rate calculated for the broadcast industry as of December 31, 2007 using a weighted average cost of capital analysis. In order to establish the terminal values, Bond & Pecaro divided the projected after-tax cash flows for the 11th year by a capitalization rate determined by subtracting a long-term growth rate from the discount rate. The long-term growth rate was based upon market conditions, anticipated station performance, forecasts and discussions with Radio.

“The projected after-tax cash flows used by Bond & Pecaro were derived from variables such as anticipated market advertising revenues, market revenue share projections and anticipated operating profit margins for each station that Bond & Pecaro determined to be within a reasonable range of a typical market participant and were additionally informed by Radio’s projections at the time. These variables reflected historical station and advertising trends, as well as anticipated future performance and market conditions, and varied based on the size and rank of the market, the ratings of the stations and other economic factors specific to the geographic area of the radio station.

“In preparing its appraisal of Enterprises, Duff & Phelps reviewed publicly available information related to the radio industry, as well as data provided by Enterprises, consisting primarily of projections and unaudited financial statements. Duff & Phelps analysts assessed the value of Radio’s common stock and other Enterprises assets based upon the income and resale potential of the businesses, tempered by consideration of recent comparable sales and then-current market conditions.

“For its 2007 appraisal, Duff & Phelps applied a discounted cash flow methodology using projected after-tax cash flows through 2012 that it derived using estimates and projections for total revenue, total expenses, capital expenditures and book depreciation provided by Radio. Duff & Phelps discounted such projected after-tax cash flows through 2012 and estimated terminal values to present value. The discount rate was determined using a weighted average cost of capital analysis. In order to establish the terminal values, Duff & Phelps projected after-tax cash flows

8

for 2013 and thereafter in perpetuity using long-term growth rates estimated by giving consideration to revenue growth rate trends.

“Duff & Phelps also considered transaction multiples for historical radio transactions as well as market multiples for the following comparable publicly-traded companies:

Beasley Broadcast Group Inc.
Citadel Broadcasting Corporation
Clear Channel Communications Inc.
Cumulus Media Inc.
Emmis Communications Inc.
Entercom Communications Corp.
Entravision Communications Corp.
Fisher Communications Inc.
Radio One, Inc.
Regent Communications, Inc.
Saga Communications Inc.
Salem Communications Corp.
Spanish Broadcasting System Inc.

“For purposes of assessing the value of the minority interest in Radio, Bond & Pecaro, Mr. Morton and Duff & Phelps calculated the per Share value of Radio stock held by Radio’s stockholders other than Enterprises as of December 31, 2007 as $11.78, based on the average of the closing price for Radio stock on the last 20 trading days of 2007.

“The following table sets forth the total enterprise value derived for Radio, the aggregate debt of Radio, the aggregate minority interest in Radio and the private market value ascribed to Enterprises’ stake in Radio on a marketable, controlling basis, each as of December 31, 2007, as determined by each of Bond & Pecaro, Mr. Morton and Duff & Phelps.

	As of December 31, 2007
	Bond & Pecaro			Mr. Morton			Duff & Phelps
				(in thousands)
Total enterprise value	$	2,440,200		$	2,757,800		$	2,675,700
Less: Radio debt		(336,600	)		(336,600	)		(336,600	)
Less: minority interest		(331,500	)		(331,500	)		(331,500	)
Enterprises’ stake in Radio	$	1,772,100		$	2,089,700		$	2,007,600

          “Preliminary 2008 Analysis

“For the appraisal as of December 31, 2008, Enterprises has engaged Bond & Pecaro and Duff & Phelps, although the appraisals for 2008 have yet to be completed. The valuation methodologies for the appraisals by Bond & Pecaro and Duff & Phelps for 2008 are substantially similar to that described above, for their respective 2007 appraisals. For purposes of assessing the value of the minority interest in Radio, Bond & Pecaro and Duff & Phelps have calculated the per Share value of Radio stock held by Radio’s stockholders other than Enterprises as of December 31, 2008 as $6.09, based on the average of the closing price for Radio stock on the last 20 trading days of 2008.

“The following table sets forth the total enterprise value derived for Radio, the aggregate debt of Radio, the aggregate minority interest in Radio and the private market value ascribed to Enterprises’ stake in Radio on a marketable, controlling basis, each as of December 31, 2008, as preliminarily determined by each of Bond & Pecaro and Duff & Phelps based, in part, on consideration of the Radio Long Range Plan prepared by Radio in October 2008 as set forth under “The Tender Offer — Section 7 — Certain Information Concerning Radio — Summary of Radio’s Long Range Plan,” and Radio’s actual financial results for the year ended December 31,

9

2008. However, these appraisals did not consider the further deterioration of the economy occurring since year-end 2008, and the related affect on advertiser-supported businesses like Radio.

	As of December 31, 2008 (Preliminary)
	Bond & Pecaro			Duff & Phelps
	(in thousands)
Total enterprise value	$	1,064,100		$	1,414,600
Less: Radio debt		(398,700	)		(398,700	)
Less: minority interest		(110,600	)		(110,600	)
Enterprises’ stake in Radio	$	554,800		$	905,300

“Enterprises did not commission these appraisals in connection with the Offer, and the appraisals are not related to the Offer in any way. The Enterprises officers who worked on the Offer were aware of these appraisals and had reviewed them in 2008 as part of the routine executive compensation and incentive award determination process. However, since the sole purpose of the appraisals was to evaluate year-over-year changes in the value of Enterprises and its holdings, the Enterprises officers who worked on the Offer did not consider these appraisals or deem them relevant in connection with the determination of fair consideration to be paid in the Offer.

“For a description of Enterprises’ position regarding fairness of the consideration to be paid to Radio’s stockholders pursuant to the Offer, refer to “— Position of Enterprises and Media Regarding the Fairness of the Offer.” A copy of the portion of each 2007 appraisal described above that pertains to Radio is available for inspection and copying during normal business hours at Enterprises’ corporate headquarters at 6205 Peachtree Dunwoody Road, Atlanta, Georgia 30328. Interested Radio stockholders should submit a written request that demonstrates ownership of Shares, and provide a proposed time and date for such inspection and contact information. An authorized Enterprises representative will contact bona fide Radio stockholders making such a request to either confirm their inspection date and time or arrange for a mutually convenient time and/or date. Requests should be submitted to: Cox Enterprises, Inc., 6205 Peachtree Dunwoody Road, Atlanta, Georgia 30328, Attention: Corporate Secretary.

“Neither Enterprises nor any of its affiliates, including Radio, had any material relationship with either Bond & Pecaro, Mr. Morton or Duff & Phelps, and no such relationship was mutually understood to be contemplated. Bond & Pecaro does provide appraisal and valuation services to Radio from time to time in connection with tax and accounting matters, and Bond & Pecaro receives customary compensation for such services. There were no limitations imposed by Enterprises or its affiliates on the scope of the review by these appraisal firms.

“In addition to the annual appraisals for Enterprises’ compensatory purposes, Bond & Pecaro, Mr. Morton and Duff & Phelps periodically provide various other valuation and consultative services to Enterprises and its subsidiaries, including tax-related appraisals, purchase accounting allocations and annual intangible asset and goodwill impairment testing.

“Compensation paid to Bond & Pecaro for all services rendered during 2007, 2008 and for the three months ended March 31, 2009 totaled approximately $527,000, $613,000 and $270,000, respectively. Compensation paid to Mr. Morton for all services rendered during 2007, 2008 and for the three months ended March 31, 2009 totaled approximately $116,000, $73,000 and zero, respectively. Compensation paid to Duff & Phelps for all services rendered during 2007, 2008 and for the three months ended March 31, 2009 totaled approximately $843,000, $1.1 million and $44,000, respectively.”

     (23) The disclosure after the third paragraph under “Special Factors — SFAS No. 142 Appraisals” in the Offer to Purchase is hereby replaced in its entirety with the following:

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“See “— Annual Appraisal for Compensatory Purposes” for information regarding the compensation that has been paid to Bond & Pecaro in connection with this appraisal and other services rendered.

          “Valuation of FCC Licenses

“For purposes of assisting Radio’s management in its testing for any impairment in Radio’s FCC licenses, Bond & Pecaro prepared a valuation report with respect to the FCC licenses in each of Radio’s markets. In its analysis, Bond & Pecaro valued Radio’s FCC licenses using an income approach. The income approach measures the expected economic benefits that these assets bring to their holder. The fair values of the FCC licenses can be expressed by discounting these future benefits. The discounted cash flow analyses assume that the FCC licenses are held by hypothetical start-up stations, a method commonly referred to as the “greenfield approach.” This valuation method is based on the premise that the only assets unbuilt start-up stations would possess are FCC licenses. Other station assets, such as tangible assets, advertising contracts, programming contracts, employment agreements, leases, service contracts, going concern value, assembled staff, and the like, are all obtained or developed after station operations commence. Discounted cash flow analyses were performed to establish the values of the FCC licenses within each market cluster. This income approach is a direct method to valuing the FCC licenses of the stations. The results of the discounted cash flow analyses reflect the values attributable solely to each market’s FCC licenses. Bond & Pecaro determined the aggregate fair value of Radio’s FCC licenses to be approximately $967.6 million at December 31, 2008.

“In its analysis, Bond & Pecaro projected after-tax cash flows over a 10-year period for each radio station and discounted the projected after-tax cash flows and estimated terminal values to present value using a discount rate of 10.5%. The discount rate used was based upon an after-tax rate calculated for the broadcast industry as of December 31, 2008 using a weighted average cost of capital analysis. In order to establish the terminal values, Bond & Pecaro divided the projected after-tax cash flows for the 11th year by a capitalization rate determined by subtracting a long-term growth rate from the 10.5% discount rate. The long-term growth rates ranged from 1.0% to 2.5% based upon market conditions, anticipated station performance, forecasts and discussions with Radio.

“The projected after-tax cash flows used by Bond & Pecaro were derived from variables such as anticipated market advertising revenues, market revenue share projections and anticipated operating profit margins for each station that Bond & Pecaro determined to be within a reasonable range of a typical market participant and were additionally informed by Radio’s projections as set forth under “The Tender Offer — Section 7 — Certain Information Concerning Radio — Summary of Radio’s Long Range Plan.” These variables reflected historical station and advertising trends, as well as anticipated future performance and market conditions, and varied based on the size and rank of the market, the ratings of the stations and other economic factors specific to the geographic area of the radio station. Following is set forth the 10-year projected after-tax cash flows used in Bond & Pecaro’s analysis of the value of the FCC licenses.

Projected After-Tax Cash Flow
Year 1	Year 2	Year 3	Year 4	Year 5	Year 6	Year 7	Year 8	Year 9	Year 10
				(in millions)
$(84.9)	$14.9	$75.4	$129.6	$127.8	$121.2	$120.2	$122.3	$124.5	$126.9

          “Valuation of Radio Station Market Clusters

“For purposes of assisting Radio’s management in its testing for any impairment in the goodwill of Radio’s radio stations, Bond & Pecaro prepared a valuation report with respect to the radio stations by market cluster based, in part, with consideration of the Long Range Plan prepared by Radio in October 2008. In its analysis, Bond & Pecaro valued the radio stations using an income approach that measures the expected economic benefits these assets bring to their holder. The fair

11

value of the radio stations may, therefore, be expressed by discounting these future benefits. The result of the discounted cash flow analyses reflects the fair values attributable to the stations within each market. Bond & Pecaro determined the aggregate fair value of Radio’s radio stations to be approximately $1.2 billion at December 31, 2008. This valuation is not adjusted for the $398.7 million of borrowings outstanding under Radio’s revolving credit facility at year-end.

“In its analysis, Bond & Pecaro projected after-tax cash flows over a 10-year period for each radio station and discounted the projected after-tax cash flows and estimated terminal values to present value using a discount rate of 10.5%. The discount rate used was based upon an after-tax rate calculated for the broadcast industry as of December 31, 2008 using a weighted average cost of capital analysis. In order to establish the terminal values, Bond & Pecaro divided the projected after-tax cash flows for the 11th year by a capitalization rate determined by subtracting a long-term growth rate from the 10.5% discount rate. The long-term growth rates ranged from 1.0% to 2.5% based upon market conditions, anticipated station performance, forecasts and discussions with Radio.

“The projected after-tax cash flows used by Bond & Pecaro were derived from variables such as anticipated market advertising revenues, market revenue share projections and anticipated operating profit margins for each station that Bond & Pecaro determined to be within a reasonable range of a typical market participant and were additionally informed by Radio’s projections as set forth under “The Tender Offer — Section 7 — Certain Information Concerning Radio — Summary of Radio’s Long Range Plan.” These variables reflected historical station and advertising trends, as well as anticipated future performance and market conditions, and varied based on the size and rank of the market, the ratings of the stations and other economic factors specific to the geographic area of the radio station. Following is set forth the 10-year projected after-tax cash flows used in Bond & Pecaro’s analysis of the value of the radio stations.

Projected After-Tax Cash Flow
Year 1	Year 2	Year 3	Year 4	Year 5	Year 6	Year 7	Year 8	Year 9	Year 10
				(in millions)
$105.5	$112.3	$109.3	$108.7	$111.8	$112.0	$111.5	$112.9	$114.7	$116.9

“Using a comparable sales methodology, Bond & Pecaro also determined multiples of operating cash flow derived from market transactions in order to corroborate the estimated values derived from its discounted cash flow analysis. In light of the current market conditions and the limited number of comparable sales of radio stations in 2008 relative to prior years, Bond & Pecaro examined a long-term history of cash flow multiples for radio station transactions and determined that average cash flow multiples for transactions over the last eight years have generally fallen within the range of 13x to 15x cash flow. Further analyzing available data from 1983 to 2007, which period includes the severe recession in the early 1990s, Bond & Pecaro determined that in weak economic climates and periods of limited transactions, 8x to 10x cash flow was the lower range of normal radio station transaction multiples. Using the aggregate fair value of approximately $1.2 billion for Radio’s radio stations derived from the discounted cash flow analysis, and using 2008 forecasted aggregate operating cash flow as of October 2008 of $149.8 million, as provided by Radio, Bond & Pecaro arrived at a multiple of 7.7x. In reviewing individual market multiples, Bond and Pecaro noted that the majority of the markets have appraised fair values that fall within the range of typical transaction multiples.

“Enterprises did not commission these valuation reports in connection with the Offer, and the valuation reports are not related to the Offer in any way. The Enterprises officers who worked on the Offer were aware of this valuation report. However, since the sole purpose of the valuation reports was to test for potential impairments, the Enterprises officers who worked on the Offer did not consider these valuation reports or deem them relevant in any way in connection with the determination of fair consideration to be paid in the Offer.”

     (24) The following is hereby added immediately after “Special Factors — SFAS No. 142 Appraisals” in the Offer to Purchase as “Special Factors — Valuation Research Corporation Appraisal”:

“Valuation Research Corporation Appraisal

“Enterprises also received an appraisal from an independent appraisal firm, Valuation Research Corporation (“VRC”), of the Fair Market Value (“FMV”) of the equity of Enterprises on a marketable, controlling basis. VRC performed an appraisal for tax planning purposes as of a December 31, 2007 valuation date, and that appraisal is in the process of being updated to a December 31, 2008 valuation date. In the course of performing its appraisal of the FMV of the equity of Enterprises, VRC determines a business enterprise value for Radio on a marketable, controlling basis that does not take into account either the debt of Radio or the minority interest in Radio held by public stockholders (“component value”).

“VRC has not performed an appraisal of Enterprises or Radio in connection with the Offer. The methodology that VRC has used to determine the component value of Radio in the context of its appraisal of the FMV of the equity of Enterprises differs from the methodology that would be used to perform a stand-alone appraisal of Radio in connection with the Offer (i.e., Investment Value). The results of any stand-alone appraisal of Radio by VRC could be materially different from the results of VRC’s appraisal of the component value of Radio set forth below. Accordingly, you should not rely upon the component value for Radio determined by VRC to determine whether to participate in the Offer.

12

“2007 Appraisal

“In evaluating the component value of Radio, VRC reviewed publicly available information related to the radio industry as well as data provided by Enterprises, consisting primarily of financial results and projections. The principal method that VRC used to determine the component value of Radio was a market price analysis using the closing price for the Shares on December 31, 2007 of $12.15 per share. VRC also relied on discounted cash flow and market comparable analyses.

“In connection with its discounted cash flow analysis, VRC reviewed management’s projections of after-tax cash flows over a 10-year period for Radio and discounted the projected after-tax cash flows and estimated residual value to present value using an appropriate discount rate. The discount rate used was based upon an after-tax rate calculated for the radio broadcast industry as of December 31, 2007 using a weighted average cost of capital analysis. In order to establish the residual value, VRC relied on the Gordon Growth Model. The long-term growth rate was based upon market conditions, anticipated Radio division performance, forecasts and discussions with Radio management.

“The projected after-tax cash flows for years 1-5 prepared by management, based upon the best information available at the time, and used by VRC were based on Radio’s projections immediately prior to the valuation date. The projected after-tax cash flows for years 6-10, which were prepared by management in consultation with VRC, based upon the best information available at the time, and used by VRC, were derived from variables such as anticipated market advertising revenues, market revenue share projections and anticipated operating profit margins for the Radio division that management determined to be within a range that would be reasonably expected for the division. These variables reflected historical station and advertising trends, as well as anticipated future performance and market conditions as of the valuation date.

“VRC also considered market multiples for the following comparable publicly traded companies:

Beasley Broadcast Group Inc.
Citadel Broadcasting Corporation
Clear Channel Communications Inc.
Cumulus Media Inc.
Entercom Communications Corp.
Radio One Inc.
Saga Communications Inc.
Salem Communications Corp.
Sirius Satellite
Spanish Broadcasting System Inc.
XM Satellite Radio

“For purposes of assessing the FMV of the minority interest in Radio held by Radio’s stockholders other than Enterprises, VRC used a per Share value as of December 31, 2007 of $11.78 based on the average of the closing price for Radio stock on the last 20 trading days of 2007 (as provided to VRC by Enterprises).

“Based on the analysis described in the preceding paragraphs, VRC determined that the component value derived for the Radio operating business as of December 31, 2007 was $1,499,421,000.

“Preliminary 2008 Analysis

“VRC has not completed its analysis of the equity value of Enterprises as of December 31, 2008, but the valuation methodologies it is using to determine the component value of Radio are substantially similar to those described above for its 2007 appraisal. For purposes of assessing the value of the minority interest in Radio held by Radio’s stockholders other than Enterprises, VRC intends to use a per Share value of Radio stock as of December 31, 2008 of $6.09, based on the average of the closing price for Radio stock on the last 20 trading days of 2008 (as obtained from FactSet). As in 2007, VRC intends to rely primarily on a market price analysis using the closing price for Radio stock on December 31, 2008 of $6.01 per share. In addition, on March 31, 2009, VRC provided to Enterprises preliminary estimates of the component value for Radio on a market capitalization, discounted cash flow and market comparable basis of $968,073,000, $980,313,000 and $1,115,261,000, respectively. These preliminary estimates of the component value of Radio are based, in part, on consideration of the Radio Long Range Plan prepared by Radio in October 2008 as set forth under “The Tender Offer — Section 7 — Certain Information Concerning Radio — Summary of Radio’s Long Range Plan,” and Radio’s financial results for the year ended December 31, 2008. As the valuation date was December 31, 2008, the preliminary estimates of VRC did not take into account the further deterioration of the economy that has occurred since December 31, 2008, and the related effect on advertiser-supported businesses like that of Radio.

“Enterprises has not been provided with VRC’s final determination of the component value for Radio as of December 31, 2008. We caution you that VRC’s final determination of the component value for Radio as of December 31, 2008 may be materially different from VRC’s preliminary estimates set forth herein. Based on the preliminary estimates of the component value for Radio on a market capitalization basis, a discounted cash flow basis and a market comparable basis, VRC determined that the preliminary component value derived for Radio as of December 31, 2008 was $1,007,930,000.

13

“Neither the 2007 VRC appraisal nor the ongoing 2008 VRC appraisal was commissioned in connection with the Offer, nor are they related to the Offer in any way. Certain officers of Enterprises who worked on the Offer were aware generally of the VRC appraisal, but such officers (i) did not review the component value of Radio as determined by VRC in the context of its 2007 appraisal of Enterprises and (ii) were not aware of VRC’s preliminary estimates of the component value for Radio as of December 31, 2008. Accordingly, the officers of Enterprises who worked on the Offer did not consider these determinations or preliminary estimates of the component value of Radio or deem them relevant in connection with the determination of the fairness of the consideration to be paid to Radio’s stockholders pursuant to the Offer.

“For a description of Enterprises’ position regarding the fairness of the consideration to be paid to Radio’s stockholders pursuant to the Offer, refer to “— Position of Enterprises and Media Regarding the Fairness of the Offer.” A copy of the portion of the 2007 VRC appraisal described above that pertains to the component value of Radio is available for inspection and copying during normal business hours at Enterprises’ corporate headquarters at 6205 Peachtree Dunwoody Road, Atlanta, Georgia 30328. Interested Radio stockholders should submit a written request that demonstrates ownership of Shares and provides a proposed time and date for such inspection and contact information. An authorized Enterprises representative will contact bona fide Radio stockholders making such a request to either confirm their inspection date and time or arrange for a mutually convenient time and/or date. Requests should be submitted to: Cox Enterprises, Inc., 6205 Peachtree Dunwoody Road, Atlanta, Georgia 30328, Attention: Corporate Secretary.

“Neither Enterprises nor any of its affiliates, including Radio, had or has any material relationship with VRC, and no such relationship was or is mutually understood to be contemplated. There were no limitations imposed by Enterprises or its affiliates on the scope of the review by VRC.

“Compensation paid to VRC for services rendered during 2007, 2008 and the three months ended March 31, 2009 totaled approximately $365,829, $299,825 and $105,156, respectively.”

     (25) The following is hereby added immediately after the first sentence of the second paragraph under “Special Factors — Purpose and Structure of the Offer; Our Reasons for the Offer” in the Offer to Purchase:

“However, Enterprises management did consider the possibility that, in light of current market conditions, a covenant breach under Radio’s revolving credit facility was possible as a result of the decline in Radio’s advertising revenue. In order to prevent or remedy such a breach, Radio would be required to negotiate with its lenders, which would most likely result in an amendment to the credit facility or the need to request a waiver under the credit facility, the payment of amendment or waiver fees and an increase in the interest rate paid by Radio, as well as a potential reduction in the size of Radio’s credit facility. Furthermore, if macroeconomic conditions, particularly with respect to advertising-supported businesses like Radio, continued to deteriorate, Enterprises might have to consider additional action to support Radio, which could be viewed as unfavorable by the public stockholders of Radio.”

     (26) The following is hereby added immediately after the first sentence of the fourth paragraph under “Special Factors — Plans for Radio After the Offer; Certain Effects of the Offer” in the Offer to Purchase:

“If, however, we were to cause Radio to terminate its public reporting requirements with the Commission, assuming the necessary requirements are met, prior to the consummation of any merger, any remaining stockholders of Radio will lose the rights and protections currently afforded to Radio stockholders by the federal securities laws such as the substantive disclosure requirements of Radio under the federal securities laws (e.g., disclosures under the annual report on Form 10-K, the quarterly report on Form 10-Q and the current report on Form 8-K) and the reporting obligations of the officers, directors and certain beneficial owners of Radio (e.g., insider trading reports on Forms 3, 4 and 5 and beneficial ownership reports on Schedules 13D and 13G). Neither Enterprises nor Media intend to cause Radio to terminate its public reporting requirements with the Commission prior to the consummation of any such merger.”

     (27) The last sentence of the seventh paragraph under “Special Factors — Plans for Radio After the Offer; Certain Effects of the Offer” in the Offer to Purchase is hereby replaced in its entirety with the following:

“Based on Radio’s results for the fiscal year ended December 31, 2008 and assuming completion of the merger as of December 31, 2008, this increase would result in Enterprises’ beneficial interest in Radio’s net book value increasing by approximately $140 million to $647 million, and Enterprises’ beneficial interest in Radio’s net losses increasing by approximately $87 million to $404 million.”

     (28) The following is hereby added as the last paragraphs under “Special Factors — Plans for Radio After the Offer; Certain Effects of the Offer” in the Offer to Purchase:

“The consummation of the Offer will not result in the recognition of any taxable gain or loss to Radio, Media or their affiliates for U.S. federal income tax purposes. For a discussion of the material U.S. federal income tax consequences of the Offer to certain holders of the Shares, see “The Tender Offer — Section 5 — Certain Material U.S. Federal Income Tax Consequences of the Offer.”

“If following the consummation of the Offer we own stock of Radio that possesses at least 80% of the total voting power of the stock of Radio and has a value equal to at least 80% of the total value of Radio’s stock, then Radio will become a member of the affiliated group of corporations, of which Enterprises is the common parent, that files a consolidated U.S. federal income tax return (the “Enterprises Consolidated Group”). Radio’s inclusion in the Enterprises Consolidated Group would present a number of advantages from a U.S. federal income tax standpoint, including: (i) Radio would no longer file a separate U.S. federal income tax return, but rather its return would be included in the consolidated U.S. federal income tax return of the Enterprises Consolidated Group; (ii) subject to certain limitations, tax losses of Radio could be used to offset the taxable income or gains of Enterprises and its subsidiaries and, conversely, tax losses of Enterprises and its subsidiaries could be used to offset the taxable income or gains of Radio; and (iii) dividend distributions from Radio to Media would not be subject to U.S. federal income tax.

14

“When a corporation with net operating loss carryovers joins a consolidated group, certain limitations are imposed on the group’s ability to utilize those net operating loss carryovers to offset taxable income. However, Radio does not presently possess any net operating loss carryovers.”

     (29) The table under “Special Factors — Security Ownership of Certain Beneficial Owners” in the Offer to Purchase is hereby amended and revised to reflect that Gregory B. Morrison, Alex R. Stickney, Jr. and Bruce R. Baker own 2,500, 900 and 2,000 Shares, respectively, and each of Messrs. Morrison, Stickney and Baker own less than 1% of the outstanding Shares.

     (30) The following is hereby added before the penultimate sentence in the paragraph under “Special Factors — Interests of Certain Persons in the Offer — Interlocking Directors and Officers” in the Offer to Purchase:

“While certain officers serve in the same capacity at Enterprises, Media and Radio, Enterprises, Media and Radio maintain detailed accounting and other records of all related resources and transactions either utilized by or occurring between the entities.”

     (31) The following is hereby added as the third paragraph under “The Tender Offer — Section 1 — Terms of the Offer; Expiration Date” in the Offer to Purchase:

“We expressly reserve the right, at any time, to terminate the Offer.”

     (32) The following is hereby added to the end of (i) the paragraph under “The Tender Offer — Section 3 — Procedures for Tendering Shares — Determination of Validity” in the Offer to Purchase and (ii) the last paragraph under “The Tender Offer — Section 4 — Withdrawal Rights” in the Offer to Purchase:

“A stockholder may dispute or challenge the determination made by us as described in this paragraph, and only a court of competent jurisdiction can make a determination that is final and binding on all parties.”

     (33) The reference to Rule 13e-4(e) in the first sentence of the penultimate paragraph under “The Tender Offer — Section 1 — Terms of the Offer; Expiration Date” in the Offer to Purchase is hereby deleted.

     (34) The phrases “, which determination shall be final and binding on all parties” and “, and our interpretation of the terms and conditions of the Offer will be final and binding on all persons” found in the paragraph under “The Tender Offer — Section 3 — Procedures for Tendering Shares — Determination of Validity” in the Offer to Purchase are hereby deleted.

     (35) The phrase “, and our determination will be final and binding” found in the last paragraph under “The Tender Offer — Section 4 — Withdrawal Rights” in the Offer to Purchase is hereby deleted.

     (36) The section heading “Certain U.S. Federal Income Tax Considerations” under “The Tender Offer — Section 5 — Certain U.S. Federal Income Tax Considerations” in the Offer to Purchase and reference to that heading in the table of contents and in cross-references to that heading throughout the Offer to Purchase are hereby replaced with “Certain Material U.S. Federal Income Tax Consequences of the Offer.”

15

     (37) The phrase “prior to the time of payment” found in the first paragraph under “The Tender Offer — Section 12 — Conditions to the Offer” in the Offer to Purchase is hereby replaced in its entirety with the following: “prior to the Expiration Date.”

     (38) The disclosure under “1. Directors and Executive Officers of Enterprises” in Schedule A of the Offer to Purchase is hereby amended and revised to reflect the following additional disclosure set forth opposite each individual identified in the following table:

Name	Additional Disclosure
James C. Kennedy	Mr. Kennedy also has served as Chairman of Radio since January 2002 and as a director since 1996.
G. Dennis Berry	Mr. Berry also serves as a director of Radio.
Janet M. Clarke	She served as director of Cox Communications from 1995 to 2005.
Richard J. Jacobson	Mr. Jacobson has also served as treasurer of Radio since 1996. He joined Enterprises in 1982.
David J. Head	From 1996 to 2000, he served as director of investment planning at Cox Communications.
Michael J. Mannheimer	He joined Cox Communications in 1980.
Andrew A. Merdek	He also serves as secretary of Media and Radio. Mr. Merdek joined Enterprises in 1987.

     (39) The disclosure under “2. Directors and Executive Officers of Media” in Schedule A of the Offer to Purchase is hereby amended and revised to reflect the following additional disclosure set forth opposite each individual identified in the following table:

Name	Additional Disclosure
Bruce R. Baker	Previously, he served as vice president and general manager of WSOC-TV and WAXN-TV in Charlotte, North Carolina. He joined Cox Television in 1981.

     (40) The disclosure under “3. Directors and Executive Officers of Radio” in Schedule A of the Offer to Purchase is hereby amended and revised to reflect the following additional disclosure set forth opposite each individual identified in the following table:

Name	Additional Disclosure
James C. Kennedy	Mr. Kennedy has served as Chairman of Enterprises’ board of directors since 1988.

     (41) The first table set forth in Schedule B of the Offer to Purchase is hereby amended and revised to reflect that Gregory B. Morrison sold 900 Shares for $4.08 per Share on March 23, 2009.

16

     (42) The following is hereby added immediately after Schedule C of the Offer to Purchase as Schedule D of the Offer to Purchase:

“Summary of Litigation Regarding the Offer

“In re Cox Radio, Inc. Shareholders Litigation, Consol. C.A. No. 4461-VCP. On March 27, 2009, a purported stockholder of Radio commenced a putative class action in the Court of Chancery of the State of Delaware against Radio, Radio’s directors, Media and Enterprises, styled George Leon v. Cox Radio, Inc., et al., C.A. No. 4461. On March 30, 2009, a second purported stockholder of Radio commenced a putative class action in the Court of Chancery of the State of Delaware against Radio, Radio’s directors and Enterprises, styled Coral Springs Police Pension Fund v. Cox Radio, Inc., et al., C.A. No. 4463. These two putative class actions were consolidated into the above-referenced action on April 3, 2009 (the “Delaware Action”). The consolidated amended complaint in the Delaware Action, filed on April 7, 2009, alleges that the defendants in the Delaware Action breached their fair price, fair process, disclosure and other fiduciary duties to Radio’s stockholders in connection with the transactions contemplated by the Offer. The Delaware Action seeks, among other things, an injunction enjoining the transactions contemplated in the offer and to rescind any transactions contemplated by the Offer that may be consummated. On April 6, 2009, discovery commenced in the Delaware Action. On April 7, 2009, the Delaware Court entered scheduling and confidentiality orders. On April 9, 2009, the Delaware Court entered a scheduling order providing for a hearing on plaintiffs’ motion to enjoin consummation of the Offer on April 29, 2009. Enterprises and Media believe the claims asserted in the Delaware Action are without merit and intend to defend against them vigorously.

“Ruthellen Miller v. James C. Kennedy, et al., Case No. 09-A-02921-9. On March 30, 2009, a purported stockholder of Radio commenced a putative class action and derivative action in the Superior Court of Gwinnett County in Georgia (the “Georgia Action”) against Radio, Radio’s directors, Media and Enterprises. The initial complaint in the Georgia Action alleges that defendants breached their fair price, fair process, disclosure and other fiduciary duties in connection with the transactions contemplated by the Offer, aiding and abetting claims against Media and Enterprises related to the purported breaches of fiduciary duty by the Radio directors, and derivative claims for corporate waste, abuse of control, breach of the duty of care and unjust enrichment. On April 8, 2009, plaintiff in the Georgia Action filed an amended complaint that repeated all claims advanced in the initial complaint. The amended complaint in the Georgia Action seeks, among other things, to enjoin the transactions contemplated by the Offer. On March 31, 2009, plaintiff in the Georgia Action filed a motion to expedite proceedings. On April 7, 2009, defendants in the Georgia Action filed a motion to dismiss on the basis of forum non conveniens or, in the alternative, to stay the Georgia Action, and in opposition to the motion to expedite. On April 13, 2009, plaintiff filed a motion for temporary restraining order. On April 14, 2009, the Georgia Court stayed the Georgia Action, including all pending motions, until April 30, 2009, and ordered the defendants to submit a notice to the Georgia Court by the close of business on April 30, 2009 summarizing any rulings made at the April 29, 2009 hearing in the Delaware Action. Enterprises and Media believe the claims asserted in the Georgia Action are without merit and intend to defend against them vigorously.

“Dixon v. James C. Kennedy, et al., Civil Action No. 1-09-CV-0938. On April 8, 2009, a purported stockholder of Radio commenced a putative class action in the United States District Court for the Northern District of Georgia (the “Federal Action”) against Radio, Radio’s directors, Media and Enterprises. The initial complaint in the Federal Action alleges that defendants breached their fair price, fair process, disclosure and other fiduciary duties in connection with the transactions contemplated by the Offer, aiding and abetting claims against Media and Enterprises related to the purported breaches of fiduciary duty by the Radio directors, and claims under section 14(e) of the Exchange Act against the Radio directors in connection with their approval and filing of Radio’s schedule 14D-9. On April 15, 2009, plaintiff in the Federal Action filed an amended complaint that repeated all claims advanced in the initial complaint and added claims regarding breach of sections 13(e) and 14(d) of the ‘34 Act. The amended complaint in the Federal Action seeks, among other things, an injunction enjoining the transaction contemplated by the Offer and to rescind any transactions contemplated by the Offer that may be consummated. Enterprises and Media believe that the claims asserted in the Federal Action are without merit and intend to defend against them vigorously.”

17

Item 12. Exhibits.

Exhibit No.	Description
(a)(1)(A)*	Offer to Purchase, dated March 23, 2009.
(a)(1)(B)*	Letter of Transmittal.
(a)(1)(C)*	Notice of Guaranteed Delivery.
(a)(1)(D)*	Letter from Citigroup Global Markets Inc. to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.
(a)(1)(E)*	Letter to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.
(a)(1)(F)*	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(G)*	Summary Advertisement published on March 24, 2009.
(a)(1)(H)*	Cox Enterprises, Inc. press release, dated March 23, 2009.
(a)(1)(I)	Letter to Board of Directors of Cox Radio, Inc., dated March 22, 2009 (incorporated by reference to Exhibit 7.02 to the Schedule 13D/A filed by Cox Enterprises, Inc., Cox Holdings, Inc., Cox Media Group, Inc. and the Dayton Cox Trust A on March 23, 2009).
(a)(1)(J)*	Notice to Participants of Cox Radio, Inc. Employee Stock Purchase Plan mailed by Cox Enterprises to plan participants.

18

Exhibit No.	Description
(a)(1)(K)*	Email correspondence to employees of Cox Enterprises and Cox Radio from Cox Enterprises delivered on March 23, 2009.
(a)(1)(L)	Press release issued by Cox Enterprises on April 20, 2009, entitled “Cox Enterprises, Inc. Extends Tender Offer for Cox Radio.”
(a)(2)(A)*	Solicitation/Recommendation Statement on Schedule 14D-9 filed by Cox Radio, dated and filed on April 3, 2009.
(a)(2)(B)	Letter, dated April 3, 2009, from the Special Committee of Cox Radio to Cox Radio’s stockholders (incorporated by reference to Exhibit (a)(2)(A) to the Schedule 14D-9 filed by Cox Radio on April 3, 2009).
(a)(2)(C)	Press release issued by Cox Radio on April 3, 2009, entitled “Cox Radio, Inc. Issues Response/Recommendation Statement Regarding Tender Offer of Cox Enterprises, Inc.” (incorporated by reference to Exhibit (a)(2)(B) to the Schedule 14D-9 filed by Cox Radio on April 3, 2009).
(a)(2)(D)	Press release issued by Cox Radio on April 1, 2009, entitled “Cox Radio, Inc. Forms Special Committee to Evaluate Cox Media’s Tender Offer” (incorporated by reference to Exhibit (a)(2)(C) to the Schedule 14D-9 filed by Cox Radio on April 3, 2009).
(a)(5)(A)	George Leon v. Cox Radio, Inc., et al., Case No. 4461, Delaware Chancery Court (filed March 27, 2009) (incorporated by reference to Exhibit (a)(5)(D) to the Schedule 14D-9 filed by Cox Radio on April 3, 2009).
(a)(5)(B)	Coral Springs Police Pension Fund v. Cox Radio, Inc., et al., Case No. 4463, Delaware Chancery Court (filed March 30, 2009) (incorporated by reference to Exhibit (a)(5)(E) to the Schedule 14D-9 filed by Cox Radio on April 3, 2009).
(a)(5)(C)	Ruthellen Miller v. James C. Kennedy, et al., Case No. 09-A-02921-9, Superior Court of Gwinnett County (filed March 30, 2009) (incorporated by reference to Exhibit (a)(5)(F) to the Schedule 14D-9 filed by Cox Radio on April 3, 2009).
(a)(5)(D)	In re Cox Radio, Inc. Shareholders Litigation, Case No. 4461-VCP, Delaware Chancery Court (filed April 7, 2009).
(a)(5)(E)	Ruthellen Miller v. James C. Kennedy, et al., Case No. 09-A-02921-9, Superior Court of Gwinnett County (filed April 8, 2009).
(a)(5)(F)	Donald Dixon v. James C. Kennedy, et al., Case No. 1:09-CV-0938-JEC, U.S. District Court Northern District of Georgia, Atlanta Division (filed April 15, 2009).
(a)(5)(G)	Unanimous Written Consent of the Board of Directors of Cox Radio, Inc. dated March 31, 2009.
(a)(5)(H)	Unanimous Written Consent of the Board of Directors of Cox Radio, Inc. dated April 19, 2009.
(b)(1)	Credit Agreement, dated as of July 26, 2006, by and among Cox Enterprises, Inc., the lenders party thereto, JP Morgan Chase Bank, N.A., as administrative agent, Citibank, N.A. and Wachovia Capital Markets, LLC, as syndication agents, Lehman Brothers Inc. and The Bank of Tokyo-Mitsubishi UFJ, LTD, New York Branch, as documentation agents, and JP Morgan Securities, Inc., Citigroup Global Markets, Inc. and Wachovia Capital Markets, LLC as joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 7.03 to the Schedule 13D/A filed by Cox Enterprises, Inc., Cox Holdings, Inc., Cox Media Group, Inc. and the Dayton Cox Trust A on March 23, 2009).
(b)(2)	First Commitment Increase Amendment to Credit Agreement, dated as of September 28, 2007 (incorporated by reference to Exhibit 7.04 to the Schedule 13D/A filed by Cox Enterprises, Inc., Cox Holdings, Inc., Cox Media Group, Inc. and the Dayton Cox Trust A on March 23, 2009).
(b)(3)	Second Amendment and Limited Waiver to Credit Agreement, dated as of December 29, 2008 (incorporated by reference to Exhibit 7.05 to the Schedule 13D/A filed by Cox Enterprises, Inc., Cox Holdings, Inc., Cox Media Group, Inc. and the Dayton Cox Trust A on March 23, 2009).
(c)(1)*	Materials presented by Citigroup Global Markets Inc. to the senior management of Cox Enterprises, Inc. on March 16, 2009.
(c)(2)*	Materials presented by Citigroup Global Markets Inc. to the Board of Directors of Cox Enterprises, Inc. on March 22, 2009.

19

Exhibit No.	Description
(c)(3)*	Materials presented by senior management of Cox Enterprises, Inc. and Cox Media Group, Inc. to the Boards of Directors of Cox Enterprises, Inc. and Cox Media Group, Inc. on March 22, 2009.
(c)(4)	Opinion of Gleacher Partners LLC (incorporated by reference to Exhibit (a)(5)(C) to the Schedule 14D-9 filed by Cox Radio on April 3, 2009).
(c)(5)	Appraisal of Cox Radio, Inc. as of December 31, 2007 by John Morton, Paul Ravaris and Associates.
(c)(6)	Appraisal of Cox Radio, Inc. as of December 31, 2007 by Duff & Phelps.
(c)(7)	Appraisal of Cox Radio, Inc. as of December 31, 2007 by Bond & Pecaro.
(c)(8)	Valuation of Cox Radio, Inc.’s radio stations as of December 31, 2008 by Bond & Pecaro for purposes of impairment testing pursuant to SFAS No. 142.
(c)(9)	Valuation of Cox Radio, Inc.’s FCC licenses as of December 31, 2008 by Bond & Pecaro for purposes of impairment testing pursuant to SFAS No. 142.
(c)(10)	Valuation of Cox Radio, Inc. as of December 31, 2007 by Valuation Research Corporation.
(d)	None.
(e)	Revolving Promissory Note, dated December 4, 2003 (incorporated by reference to Exhibit (e)(1) to the Schedule 14D-9 filed by Cox Radio on April 3, 2009).
(f)*	Section 262 of the Delaware General Corporation Law (included as Schedule C of the Offer to Purchase filed with the Schedule TO on March 23, 2009 as Exhibit (a)(1)(A)).
(g)	None.
(h)	None.

* Previously filed with the Schedule TO.

20

SIGNATURES

After due inquiry and to the best knowledge of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

AMENDMENT TO SCHEDULE TO AND SCHEDULE 13E-3

COX ENTERPRISES, INC.
 

/s/ John M. Dyer  

John M. Dyer 

Executive Vice President and
Chief Financial Officer 

COX MEDIA GROUP, INC.
 

/s/ Neil O. Johnston  

Neil O. Johnston 

Vice President and
Chief Financial Officer 

Date: April 20, 2009

EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(L)	Press release issued by Cox Enterprises on April 20, 2009, entitled “Cox Enterprises, Inc. Extends Tender Offer for Cox Radio.”
(a)(5)(D)	In re Cox Radio, Inc. Shareholders Litigation, Case No. 4461-VCP, Delaware Chancery Court (filed April 7, 2009).
(a)(5)(E)	Ruthellen Miller v. James C. Kennedy, et al., Case No. 09-A-02921-9, Superior Court of Gwinnett County (filed April 8, 2009).
(a)(5)(F)	Donald Dixon v. James C. Kennedy, et al., Case No. 1:09-CV-0938-JEC, U.S. District Court Northern District of Georgia, Atlanta Division (filed April 15, 2009).
(a)(5)(G)	Unanimous Written Consent of the Board of Directors of Cox Radio, Inc. dated March 31, 2009.
(a)(5)(H)	Unanimous Written Consent of the Board of Directors of Cox Radio, Inc. dated April 19, 2009.
(c)(5)	Appraisal of Cox Radio, Inc. as of December 31, 2007 by John Morton, Paul Ravaris and Associates.
(c)(6)	Appraisal of Cox Radio, Inc. as of December 31, 2007 by Duff & Phelps.
(c)(7)	Appraisal of Cox Radio, Inc. as of December 31, 2007 by Bond & Pecaro.
(c)(8)	Valuation of Cox Radio, Inc.’s radio stations as of December 31, 2008 by Bond & Pecaro for purposes of impairment testing pursuant to SFAS No. 142.
(c)(9)	Valuation of Cox Radio, Inc.’s FCC licenses as of December 31, 2008 by Bond & Pecaro for purposes of impairment testing pursuant to SFAS No. 142.
(c)(10)	Valuation of Cox Radio, Inc. as of December 31, 2007 by Valuation Research Corporation.

EX-99.(A)(1)(L)

Exhibit (a)(1)(L)

Cox Enterprises, Inc. Extends Tender Offer for Cox Radio

ATLANTA, April 20, 2009 — Cox Enterprises, Inc., through its Cox Media Group, Inc. subsidiary, announced today that it has extended its tender offer to acquire all the outstanding shares of Class A common stock of Cox Radio, Inc. (NYSE: CXR) not otherwise held by Cox Media Group in order to further discuss and negotiate the terms of the tender offer with Cox Radio’s special committee formed to consider the tender offer. The tender offer will now expire at 12:00 midnight New York City time on Friday, May 1, 2009.

The tender offer remains subject to the condition that a majority of the minority shareholders (those who are not executive officers, directors or affiliates of Cox Enterprises, Cox Media Group or Cox Radio other than directors of Cox Radio who constitute the special committee of independent directors formed to consider the tender offer) tender their shares. All other terms and conditions of the tender offer also remain unchanged. As of 12:00 midnight on April 17, 2009, approximately 457,000 shares have been tendered pursuant to the offer.

Cox Radio shareholders and other interested parties are urged to read Cox Enterprises’ and Cox Media Group’s tender offer statement, as amended from time to time, and other relevant documents. Cox Radio shareholders can obtain the tender offer statement and related documents free of charge at the SEC’s web site: www.sec.gov, from Cox Enterprises at 6205 Peachtree Dunwoody Road, Atlanta, GA 30328, Attn: Corporate Communications, or from D.F. King & Co., Inc., the Information Agent for the tender offer, by calling (800) 578-5378.

About Cox Enterprises (www.coxenterprises.com)
Cox Enterprises, Inc. is a leading communications, media and automotive services company. With revenues exceeding $15 billion and more than 77,000 employees, the company’s major operating subsidiaries include Cox Communications, Inc. (cable television distribution, telephone, high-speed Internet access, commercial telecommunications, advertising solutions and the Travel Channel); Manheim, Inc. (vehicle auctions, repair and certification services and web-based technology products); Cox Media Group, Inc. (television stations, digital media, newspapers, advertising sales rep firms and majority-owned, publicly-traded Cox Radio, Inc.); and AutoTrader.com (online automotive classifieds and related publications). Additionally, Cox’s Internet operations include Kudzu.com and Adify Corporation, a unit of Cox TMI, Inc.

CAUTIONARY STATEMENT: Statements in this document represent the intentions, plans, expectations and beliefs of Cox Enterprises and involve risks and uncertainties that could cause actual events to differ materially from the events described in this

document, including risks or uncertainties related to whether the conditions to the tender offer will be satisfied, and if not, whether the tender offer and merger will be completed, as well as changes in general economic conditions, stock market trading conditions, tax law requirements or government regulation, and changes in the radio broadcast industry or the business or prospects of Cox Radio. Cox Enterprises wishes to caution the reader that these factors, as well as factors described or to be described in Cox Enterprises’, Cox Media Group’s and Cox Radio’s SEC filings with respect to the transaction, are among the factors that could cause actual events or results to differ materially from Cox Enterprises’ current expectations described herein.

# # #

Media Contact:	Investor Contact:
Bobby Amirshahi	Richard Jacobson
(678) 645-4518	(678) 645-0111
bobby.amirshahi@coxinc.com	richard.jacobson@coxinc.com

EX-99.(A)(5)(D)

Exhibit (a)(5)(D)

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN RE COX RADIO, INC.	) CONSOLIDATED
SHAREHOLDERS LITIGATION	) C.A. No. 4461-VCP

VERIFIED CONSOLIDATED CLASS ACTION COMPLAINT

     Plaintiffs George Leon, as trustee of the George Leon Family Trust (“Leon”), and Coral Springs Police Pension Fund (“Coral Springs”) (collectively, “Plaintiffs”), individually and on behalf of all others similarly situated, by their attorneys, allege the following upon information and belief, except as to those allegations pertaining to Plaintiffs which are alleged upon personal knowledge.

NATURE OF THE ACTION

     1.   This is a shareholder class action complaint on behalf of the holders of the common stock of Cox Radio, Inc. (“Cox Radio” or the “Company”) against the Company, certain officers and/or directors of Cox Radio, and other persons and entities (collectively, the “Defendants”) involved in a proposed transaction to cash out the Company’s minority shareholders in a merger for inadequate consideration (the “Proposed Transaction” or “Tender Offer”).

     2.   This action seeks equitable relief relating to the Proposed Transaction, which is the proposed acquisition of the outstanding common stock of the Company by Cox Media Group, Inc. (“Media”), a wholly-owned subsidiary of Cox Enterprises, Inc. (“CEI”).

     3.   On March 23, 2009, Media announced that it would commence a tender offer for the acquisition of Cox Radio by filing a tender offer statement with the Securities and Exchange Commission (“SEC”) on form SC-TO-T, which was later amended on April 1 and 3, 2009 on form SC-TO-T/A (collectively, the “Tender Offer Statement”). Under the terms of the Proposed

Transaction, Media will acquire all of the outstanding publicly-held minority shares of Cox Radio common stock not currently held by Media for $3.80 per share. According to the Tender Offer Statement, the Tender Offer will expire on April 17, 2009.

     4.   Media currently owns an approximate 78% equity interest in Cox Radio and has approximately a 97% voting interest. If, upon expiration of the Tender Offer, Media owns 90% of Cox Radio’s equity, Media will effect a short-form merger making the Company a wholly-owned subsidiary of Media. Media seeks to acquire Cox Radio’s publicly held shares on unfair terms and without regard to the best interests of the Company’s public shareholders or the intrinsic value of Cox Radio’s stock.

     5.   The consideration offered in the Proposed Transaction was immediately criticized by analysts and investors alike. For example, Buckhead Capital Management LLC stated that “the tender offer is unjustifiably too low,” and that the offer “should be closer to where [Cox Radio has] been buying back stock over the last three-and-a-half years.” In addition, several analysts—including, among others, JP Morgan, Wachovia Capital Markets, LLC, and Barrington Research Associates—had issued price targets and earnings estimates for the Company that were considerably in excess of the consideration offered in the Proposed Transaction and the estimates which Defendants cited to as justification for this consideration.

     6.   Moreover, the Tender Offer comes at a time when the Company’s stock price is undervalued but its prospects for growth and increased revenue are substantially improved. Indeed, Media strategically timed the Proposed Transaction during a period of significant economic turmoil in which the terms of the Tender Offer would be superficially viewed in a positive light.

     7.   Notably, on. March 4, 2008—less than three weeks before the announcement of the Proposed Transaction—Cox Radio’s President and Chief Executive Officer, on Cox Radio’s Fourth Quarter 2008 Earnings Call, assured investors that the Company’s “station brands remain strong” and that Cox Radio is “taking the necessary steps to ensure [the Company’s] business is running as efficiently as possible and is well-positioned to weather this economic storm and emerge from it stronger and better able to serve [its] audiences.”

     8.   In response to the announcement of the Tender Offer, Cox Radio announced on April 1, 2009 that the Company had formally formed a special committee of purportedly independent directors (the “Special Committee”) to consider the Proposed Transaction and provide a recommendation to the Company’s shareholders regarding whether or not to tender their shares in the Tender Offer.

     9.   Two days later, on April 3, 2009, Cox Radio filed with the SEC the Special Committee’s Recommendation Statement on Schedule 14D9 (the “14D9”). In the 14D9, the Special Committee announced its belief that the price being offered in the Proposed Transaction was fair, from a financial point of view, to Cox Radio’s minority shareholders and that it recommends, on behalf of the Company, that Cox Radio’s shareholders accept the Tender Offer and tender their shares of the Company’s common stock pursuant to the Proposed Transaction.

     10.   As described below, both the price contemplated in the Proposed Transaction and the process by which Media proposes to consummate the Proposed Transaction arc fundamentally unfair to Plaintiffs and the other public shareholders of the Company.

     11.   If the Tender Offer is consummated, Media and Company insiders would enrich themselves by acquiring the public shareholders’ interest in the Company without paying a fair and adequate price, thereby irreparably harming Plaintiffs and the other Cox Radio shareholders

not affiliated with Media. In addition, Defendants have issued materially misleading statements in connection with the Proposed Transaction and have omitted material information necessary for Cox Radio shareholders to make an informed decision concerning the Tender Offer.

     12.   The Proposed Transaction and Defendants’ acts constitute a breach of Defendants’ fiduciary duties owed to Cox Radio’s public shareholders, and a violation of applicable legal standards governing Defendants’ conduct.

     13.   For these reasons and as set forth in detail herein, Plaintiffs seek to enjoin Defendants from approving the Proposed Transaction or, in the event the Proposed Transaction is consummated, recover damages resulting from Defendants’ violations of their fiduciary duties.

THE PARTIES

     14.   Plaintiffs Leon and Coral Springs are, and have been at all relevant times, the owners of shares of Cox Radio common stock and have held such shares since prior to the wrongs complained of herein.

     15.   Cox Radio, a Delaware corporation with its principal place of business at 6205 Peachtree Dunwoody Road, Atlanta, Georgia 30328, is a radio broadcasting company that engages in the acquisition, development, and operation of radio stations in the United States. Cox Radio’s common stock is traded on the New York Stock Exchange under the symbol “CXR.” According to the Tender Offer Statement, Cox Radio has two classes of common stock, Class A and Class B, and no other outstanding voting securities. Except with respect to voting, transfer and convertibility, shares of Class A common stock and Class B common stock are identical. Class A stockholders are entitled to one vote per share, while Class B stockholders are entitled to 10 votes per share. Each share of Class B common stock is convertible into one share of Class A common stock. As of January 31, 2009, Cox Radio had over 80 million shares of

common stock outstanding, consisting of over 21.4 million shares of Class A Common Stock and over 58.7 million shares of Class B Common Stock. The Company is a subsidiary of Media.

     16.   Defendant Media is a Delaware corporation and a wholly-owned subsidiary of Defendant CEI. As of March 23, 2009, Media owns 3,591,954 shares, or 17.3%, of Cox Radio’s outstanding Class A common stock and all 58,733,016 shares of the Company’s outstanding Class B common stock, which together represent approximately 78.4% of the outstanding shares of Cox Radio’s common stock and 97.2% of the voting power of the common stock. As such, Media is the Company’s majority, controlling stockholder.

     17.   Defendant CEI is a leading communications, media and automotive services company and the parent company of Defendant Media. Several of Cox Radio’s directors are either directors or executives of CEI, as detailed below.

     18.   Defendant James C. Kennedy (“Kennedy”) Kennedy has served as a director of Cox Radio since July 1996, and became Chairman of the Board of Directors in January 2002. Kennedy has served as Chairman of the Board of Directors and Chief Executive Officer of CEI since January 1988 and prior to that time was CEI’s President and Chief Operating Officer.

     19.   Defendant Juanita P. Baranco (“Baranco”) has served as a director of Cox Radio since December 2003. Baranco is also Executive Vice President and Chief Operating Officer of The Baranco Automotive Group, where she has been a principal for more than twenty years. Baranco is a member of the Special Committee which found that the Proposed Transaction is fair from a financial point of view and recommended that Cox Radio shareholders tender their shares in the Tender Offer. According to the 14D9, as compensation for services rendered in connection with serving on the Special Committee, Baranco will receive a one-time fee of

$35,000 and a fee of $1,000 for each telephonic and in-person meeting of the Special Committee attended by Baranco.

     20.   Defendant G. Dennis Berry (“Berry”) has served as a director of Cox Radio since January 2002 and has served as Vice Chairman of CEI since December 2005. Previously, he served as President and Chief Operating Officer of CEI beginning in October 2000, and was President and Chief Executive Officer of Manheim Auctions, Inc., a subsidiary of CEI, from 1995 through October 2000.

     21.   Defendant Nick W. Evans, Jr. (“Evans”) has served as a director of Cox Radio since May 2007. Evans is a member of the Special Committee which found that the Proposed Transaction is fair from a financial point of view and recommended that Cox Radio shareholders tender their shares in the Tender Offer. According to the 14D9, as compensation for services rendered in connection with serving on the Special Committee, Evans will receive a one-time fee of $35,000 and a fee of $1,000 for each telephonic and in-person meeting of the Special Committee attended by Evans.

     22.   Defendant Jimmy W. Hayes (“Hayes”) has served as a director of Cox Radio since December 2005. Hayes has served as President and Chief Operating Officer of CEI since January 2006, and served as Executive Vice President of CEI from July 2005 through December 2005. Previously, Hayes was Executive Vice President, Finance and Chief Financial Officer of Cox Communications, Inc. from July 1999 through July 2005. Prior to that, he served in several executive and financial management positions with CEI and Cox Communications beginning in 1980. Defendant Hayes also serves as a director of CEI.

     23. Defendant Paul M. Hughes (“Hughes”) has served as a director of Cox Radio since December 1996.

     24. Defendant Marc. W. Morgan (“Morgan”) has served as a director of Cox Radio since August 1999 and as Executive Vice President and Chief Operating Officer since February 2003. Prior to that, Defendant Morgan served as Vice President and Co-Chief Operating Officer since July 1999, and as Senior Group Vice President of Cox Radio from May 1997 to June 1999. Previously, Morgan was Senior Vice President of Cox Radio from July 1996 to May 1997.

     25. Defendant Robert F. Neil (“Neil”) has served as a director and as President and Chief Executive Officer of Cox Radio since July 1996, and was Executive Vice President — Radio of Cox Broadcasting from June 1992 to 1996. Neil joined Cox Broadcasting in November 1986.

     26. Defendant Nicholas D. Trigony (“Trigony”) has served as a director of Cox Radio since July 1996, and was Chairman of the Board of Directors from December 1996 through December 2000. Defendant Trigony served as President of Cox Broadcasting from March 1990 until his retirement in December 2000. Trigony joined Cox Broadcasting in September 1986 as Executive Vice President - Radio and was Executive Vice President — Broadcast from April 1989 to March 1990.

     27. Defendants Kennedy, Baranco, Berry, Evans, Hayes, Hughes, Morgan, Neil, and Trigony are sometimes referred to herein as the “Individual Defendants.”

THE FIDUCIARY DUTIES OF THE DEFENDANTS

     28. By virtue of their positions as directors and/or officers of the Company, and/or as the Company’s majority stockholder, the Individual Defendants, CEI and Media owed and owe Plaintiffs and the Company’s other public shareholders fiduciary obligations of due care and loyalty and were and are required to, inter alia, (a) act in furtherance of the best interests of Plaintiffs and the Class as shareholders of Cox Radio; (b) assure that the Company’s public

shareholders receive fair value for their shares in any proposed transaction with Media and CEI; and (c) refrain from abusing their positions of control.

     29. The Individual Defendants, separately and together, have breached and will continue to breach the fiduciary duties they owe to Plaintiffs and the other public shareholders of Cox Radio, as more particularly set forth below.

CLASS ACTION ALLEGATIONS

     30. Plaintiffs bring this action pursuant to Court of Chancery Rule 23, individually and on behalf of the public shareholders of Cox Radio common stock (the “Class”). The Class specifically excludes Defendants herein, and any person, firm, trust, corporation or other entity related to, or affiliated with, any of the Defendants.

     31. This action is properly maintainable as a class action.

     32. The Class is so numerous that joinder of all members is impracticable. As of January 31, 2009, Cox Radio had over 80 million shares of common stock outstanding. Members of the Class are scattered throughout the United States and are so numerous that it is impracticable to bring them all before this Court.

     33. Questions of law and fact exist that are common to the Class, including, among others:

a.	whether the Individual Defendants have fulfilled and are capable of fulfilling their fiduciary duties owed to Plaintiffs and the Class;
b.	whether the Individual Defendants have unfairly favored the interests of Media and CEI at the expense of Cox Radio’s public shareholders in violation of their fiduciary duties;

c.	whether the Individual Defendants are acting in furtherance of their own interests and the interest of Media and CEI to the detriment of the Class;
d.	whether Defendants have disclosed and will disclose all material facts in connection with the Proposed Transaction; and
e.	whether Plaintiffs and the other members of the Class will be irreparably damaged if Defendants are not enjoined from continuing the conduct described herein.

     34.   Plaintiffs are committed to prosecuting this action and have retained competent counsel experienced in litigation of this nature. Plaintiffs’ claims are typical of the claims of the other members of the Class and Plaintiffs have the same interests as the other members of the Class. Accordingly, Plaintiffs are adequate representatives of the Class and will fairly and adequately protect the interests of the Class.

     35.   The prosecution of separate actions by individual members of the Class would create the risk of inconsistent or varying adjudications with respect to individual members of the Class, which would establish incompatible standards of conduct for Defendants, or adjudications with respect to individual members of the Class which would, as a practical matter, be dispositive of the interests of the other members not parties to the adjudications or substantially impair or impede their ability to protect their interests.

     36.   Preliminary and final injunctive relief on behalf of the Class as a whole is entirely appropriate because Defendants have acted, or refused to act, on grounds generally applicable and causing injury to the Class.

SUBSTANTIVE ALLEGATIONS

Background

     37.   Cox Radio, a radio broadcasting company, engages in the acquisition, development, and operation of radio stations in the United States. As of December 31, 2008, the Company owned, operated, and provided sales and other services to 86 radio stations, including 71 FM and 15 AM stations. Cox Radio was founded in 1934 and is based in Atlanta, Georgia. The Company is a subsidiary of Media.

     38.   CEI is a leading communications, media and automotive services company. With revenues exceeding $15 billion and more than 77,000 employees, CEI’s major operating subsidiaries include Cox Communications, Inc. (cable television distribution, telephone, high-speed Internet access, commercial telecommunications, advertising solutions and the Travel Channel); Manheim, inc. (vehicle auctions, repair and certification services and web-based technology products); Media (television stations, digital media, newspapers, advertising sales rep firms and majority-owned, publicly-traded Cox Radio); and AutoTrader.com (online automotive classifieds and related publications). Additionally, CEI’s Internet operations include Kudzu.com and Adify Corporation.

     39.   Media is a wholly-owned subsidiary of CEI and the majority, controlling shareholder of Cox Radio.

The Proposed Transaction

     40.   On March 23, 2009, Media filed the Tender Offer Statement announcing that it had commenced a tender offer for a transaction that would result in the privatization of Cox Radio. Pursuant to the terms of the Proposed Transaction, Media proposes to acquire all of the outstanding shares of Cox Radio’s common stock that are not currently owned by Media at a

10

price of $3.80 per share, which represents a 15% premium over the $3.30 per share closing price of the Company’s stock on March 20, 2009, and a 21.8% premium over the ten-day volume weighted average closing price.

     41.   Media currently owns approximately a 78% equity interest in Cox Radio and has approximately a 97% voting interest. CEI, through Media, is solely interested in acquiring the shares of Cox Radio held by the minority shareholders and has no interest in a disposition of its controlling interest in Cox Radio. Media has retained the services of Citigroup to serve as its financial advisor and dealer manager for the Proposed Transaction.

     42.   The Tender Offer is scheduled to expire on April 17, 2009 and is conditional upon a majority of the minority shareholders (those who are not executive officers, directors or affiliates of Media, Cox Radio or Cox Media) tendering their shares. If upon expiration of the Proposed Transaction, the shares owned by Media when combined with tendered shares are at least 90% of the outstanding Cox Radio shares, Media will implement a short-form merger at the same per share price paid in the Proposed Transaction, assuming the other conditions to the tender offer are met or waived.

     43.   In connection with the announcement of the Proposed Transaction, Defendant Hayes stated the following:

[Media] is committed to operating media businesses, and as a private company can take a long-term perspective, which is especially valuable in the current economic environment. Given how these economic challenges are affecting the radio industry, we believe that private ownership offers advantages that will assist Cox Radio in attaining its business objectives and managing its capital structure. We have confidence in the long-term potential of Cox Radio and its management team. This transaction will allow us to further invest in a quality asset we know well and to best ensure Cox Radio maintains its best-in-class operations.

[Media’s] tender offer provides Cox Radio’s shareholders with an excellent opportunity to obtain liquidity at a premium to the current share price. In addition, because we are fully financing the transaction and structuring it as a

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tender offer, we anticipate that shareholders will benefit from an expeditious process and quick receipt of payment.

     44.   Also on March 23, 2009, Cox Radio announced that it expected that the Company’s Board of Directors would appoint a Special Committee of independent directors to review and consider the Proposed Transaction and make a formal statement to Cox Radio shareholders within ten business days.

     45.   On April 1, 2009, Cox Radio issued a press release formally announcing that the Company’s Board had formed the Special Committee, consisting of Defendants Baranco and Evans, to consider the Proposed Transaction and recommend to the Company’s shareholders whether or not to tender their shares in the Tender Offer.

     46.   Two days later, on April 3, 2009, Cox Radio filed the 14D9 in which the Special Committee stated that it believes the Tender Offer is fair, from a financial point of view, to the Company’s minority shareholders. In addition, the Special Committee recommended, on behalf of the Company, that Cox Radio’s shareholders accept the Tender Offer and tender their shares pursuant to the Proposed Transaction.

     47.   By virtue of its majority ownership of Cox Radio, as well as the fact that several of Cox Radio’s directors are also directors and/or executives of CEI, Media effectively controls Cox Radio, and, under the circumstances, neither the Cox Radio Board nor the Special Committee can be expected to effectively and adequately protect the interests of the public shareholders of Cox Radio.

The Inadequate Premium Offered in the Proposed Transaction

     48.   Media implied in its press release announcing the Proposed Transaction that the $3.80 price per share tender offer represented a generous premium for Cox Radio’s outstanding shares.

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     49.   However, the recent historical averages for Cox Radio’s stock price show that Media’s offer is far from an adequate premium for the Company’s outstanding common shares, and that the intrinsic value of the Company’s stock is significantly greater than Media’s $3.80 tender offer. Cox Radio’s five-year average stock price is $13.80 per share, the three-year average is $12.25 per share, the 52-week average is $8.73 per share, and the book value of the Company as of December 31, 2008 was $8.04 per share, as demonstrated in the following stock price charts:

Cox Radio Five-Year Stock Price Chart: Average Price of $13.80 Per Share

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Cox Radio 52-Week Stock Price Chart: Average Price of $8.73 Per Share

     50.   As the charts above demonstrate, Media’s Tender Offer is designed to capitalize on the recent drop in Cox Radio’s stock price by instituting the Proposed Transaction at a price that undervalues the Company and is fundamentally unfair to the public shareholders of Cox Radio common stock. The Proposed Transaction is patently opportunistic in that Media and CEI are pursuing the Tender Offer at a time when recent market weakness and global economic turmoil create a small window for Media’s paltry offer to be perceived as desirable.

     51.   Indeed, Cox Radio has recently repurchased its own shares at levels dramatically higher than the consideration offered in the Proposed Transaction. Specifically, Cox Radio facilitated three share repurchase programs as of September 30, 2008 through which the Company repurchased shares of its Class A common stock in the open market or through privately negotiated transactions.

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     52.   In a press release dated November 5, 2008, Cox Radio announced the following:

During the third quarter of 2008, we repurchased 4.4 million shares of Class A common stock for an aggregate purchase price of approximately $46.5 million, including commissions and fees. As of September 30, 2008, we had purchased a total of approximately 20.6 million shares under all of our repurchase programs for an aggregate purchase price of approximately $256.5 million, including commissions and fees, at an average price of $12.44 per share. Approximately $43.5 million remained authorized for additional repurchases as of September 30, 2008.

     53.   In a press release dated March 4, 2009, Cox Radio again commented on the specifics of its stock repurchase program:

During the fourth quarter of 2008, we repurchased 0.8 million shares of Class A common stock for an aggregate purchase price of approximately $4.9 million, including commissions and fees. As of December 31, 2008, we had purchased a total of approximately 21.4 million shares under all of our repurchase programs for an aggregate purchase price of approximately $261.4 million, including commissions and fees, at an average price of $12.22 per share. Approximately $38.6 million remained authorized for additional repurchases as of December 31, 2008.

     54.   Thus, as recently as last summer, the Company paid an average of $10.57 per share for its common stock—a premium of 178% above the current Tender Offer. At the end of 2008, the Company paid approximately $6.12 per share for its common stock—a premium of 61% above the current Tender Offer consideration. Thus, the inadequacy of the consideration offered in the Proposed Transaction is further underscored when viewed against the backdrop of the Company’s historical stock price and the values paid in Cox Radio’s stock repurchase plans, as demonstrated in the following stock price chart and timeline:

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Cox Radio Stock Chart

     55.   Presumably, Cox Radio acquired these shares and increased its investment because, like most investors, it believed that it was acquiring these shares at prices below the true value of the Company.

Analyst and Investor Opinion on the Tender Offer’s Inadequate Consideration

     56.   Other investors and analysts agree that Cox Radio is significantly undervalued at its recent trading levels. In fact, upon the announcement of the Proposed Transaction, a considerable number of investors and analysts indicated that the Tender Offer price represented an insufficient value for the Company and suggested that the sale price per share for Cox Radio should be increased,

     57.   For instance, Matt Reams, a portfolio manager at Buckhead Capital Management LLC, stated that “the tender offer is unjustifiably too low” and “should be closer to where they’ve been buying back stock over the last three-and-a-half years.”

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     58.   Gabelli & Company, Inc., a boutique investment bank that specializes in the media industry, released a research report on March 24, 2009 by analyst Barry Lucas in which he assigns a value of $5.00 per share to Cox Radio. The Gabelli & Company report was based upon a conservative multiple of estimated 2009 results.

     59.   Other recent analyst reports agreed that Cox Radio’s stock price target and valuation range is much higher than the consideration offered in the Proposed Transaction. Marci Ryvicker, an analyst with Wachovia, issued a March 4, 2009 report in which Cox Radio’s valuation range was between $4.00 and $6.00. The Wachovia report estimated that the Company’s 2009 Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) would be $89 million.

     60.   Also on March 4, 2009, Michael Meltz, an analyst with JP Morgan, issued a report in which the Cox Radio price target was $5.50 and the 2009 EBITDA estimate was $72 million.

     61.   Similarly, Barrington Research Associates, Inc. issued a report on March 3, 2009 in which the Company’s 2009 EBITDA estimate was $94 million. Price Target Research issued a report on February 22, 2009 in which the Cox Radio price target was $10. Stanford Financial Group issued a report on January 8, 2009 in which the Company’s price target was $5.00 and the 2009 EBITDA estimate was $108 million.

     62.   Apparently, investors agree with these opinions. In the days following the announcement, Cox Radio’s shares are trading well above Media’s bid, reaching as high as $4.16 on March 24, 2009 and closing at $4.25 on April 3, 2009 after the Special Committee’s recommendation—a strong signal that the market values the Company higher than Media’s Tender Offer and expects the offer to increase.

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The Proposed Transaction Is Unfair and Inadequate

     63.   The Proposed Transaction comes at a time when the Company’s stock price is undervalued but its prospects for growth and increased revenue are substantially increasing. Indeed, on August 1, 2008, Cox Radio consummated the acquisition of six radio stations serving the Athens, Georgia market. The six stations were acquired for approximately $60 million. Although revenues have declined in the majority of the Company’s markets relative to the prior year due to due to weakness in the general economy and the advertising market, Cox Radio is poised to experience significant growth.

     64.   Cox Radio insiders are well aware of the Company’s intrinsic value and that Cox Radio shares are significantly undervalued. In fact, Cox Radio executives repeatedly touted the Company’s strong business prospects and financial outlook in the months leading up to the Proposed Transaction announcement.

     65.   For instance, in Cox Radio’s earnings conference call conducted on July 30, 2008 (the “2Q08 Conference Call”), Robert F. Neil—the Company’s President and Chief Executive Officer—stated that, despite the economic downturn, the Company was in a positive business position:

Right now radio looks pretty good, when we compare that to newspapers and television, which is down year-to-date more than radio it is, if you take out political and even local cable sales continue to be down. So compared to other media we are doing pretty well in a difficult environment, and for us, the bright spot is our radio stations are performing well from an audience perspective, they’re outperforming their peers on the sales side and we’re making considerable progress in expanding our digital media presence.

* * *

Given the current environment, we remain focused on aggressively watching our costs of course and watching our expenses while continuing to invest strategically in compelling content. As we’ve noted in the past, our balance sheet continues to be a positive, especially in this market.

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     66.   Also in the 2QO8 Conference Call, Neil Johnston—Cox Radio’s Vice President and Chief Financial Officer—spoke positively about the Company’s balance sheet in response to a question concerning Cox Radio’s stock repurchase programs:

And I think we’re just very mindful of the balance sheet. We want to make sure that we maintain a very strong balance sheet in our guidelines of 2.5 to just over 3 times. That’s important to us. And so the share repurchase gives us the most flexibility and the maximum return for shareholders.

     67.   Regarding Cox Radio’s debt situation, Robert Neil provided the following:

And our balance sheet allows us to be flexible. We are not under any huge pressures or uncomfortable situations with banks or covenants or any of those kinds of situations. We have our debt down at a very, very manageable level. So we can afford to say to you, you know what, we will take a look at the situation as it arises and we have the ability to be flexible.

     68.   Similarly, in a conference call held on November 5, 2008 to discuss the Company’s earnings for the third quarter of 2008 (the “3Q08 Conference Call”), Robert Neil touted the fact that Cox Radio outperformed its markets and again reiterated the Company’s strong financial position in spite of—and in some ways because of—a difficult economic environment:

While the near term outlook on the economy is negative, I continue to remain optimistic about the prospects of our medium and of Cox Radio. Radio has attributes that many other media would love to have at this point in time. We reach 93% of Americans on a weekly basis. Thai’s over 235 million people each and every week. Our audience is growing in the face of fragmentation. Our usage is unparalleled. Americans spend 19 hours a week with radio, that’s 60% more time than newspapers, magazines, and the Internet combined.

We have a personal and emotional contact with our listeners. And we can cause them to act. And that’s a characteristic that’s very attractive to advertisers. We’re free, and in this economic environment, that’s a good thing to have. We’re easy to access. We can be used at home, in the car and at work and on many portable devices like cell phones and some MP3 players and computers.

Finally, we do a great job of delivering specific targeted demographics to advertisers and getting them the results they need to grow their business, and we do it in a cost-effective way. In this economic environment, I think that’s one of

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the reasons why our medium will do well in comparison to many other advertising vehicles. So I can tell you that despite this recession and the difficult ad market that we’re in, we think our business is very optimistic in the things that we can bring to our advertisers. We believe that the value proposition of radio has never been stronger. And given the investments that we continue to make in content and digital, I think we’ll be in a much better position to drive the market share as the economy improves as it certainly will.

     69.   During the 3Q08 Conference Call, Neil had the following exchange in which he affirmed that the Company’s low debt levels is a positive aspect of its financial position:

<Q - - Leland Westerfield>: If I can make a quick comment, you guys manage the best balance sheet that I know about in the radio industry. I just want to make that comment.

<A - - Robert Neil>: Well, thanks, and we were talking before the call. ... I saw a quote in one of the trades today, that basically, paraphrasing, saying I’ve never known a company to go out of business that —from low debt levels. And we’ve been conservative all along. And believe me, we thank our lucky stars right now that that’s what we’ve been doing. That gives us a lot more flexibility in terms of some of these investments that we need to make and the things that we need to do. I know some people were critical of us a few years ago that we didn’t take more debt on, and I’m happy we were paying down the mortgage.

     70.   Also on the 3Q08 Conference Call, Neil Johnston spoke positively regarding the Company’s balance sheet and cash flow:

Our covenants are five times, and so we feel pretty good about the balance sheet where it is. I would also note, not only do we have strong balance sheet, but we are still producing significant cashflow. As I mentioned on the call, on a year-to-date basis, our free cash was around about $76 million. So — feel pretty good about our liquidity at this point.

     71. Finally, on March 4, 2009—less than three weeks prior to the Tender Offer announcement—Cox Radio held a conference call discussing financial results for the fourth quarter of 2008 (the “4Q08 Conference Call”). During the 4Q08 Conference Call, Robert Neil again emphasized the strength and expected growth of Cox Radio despite the continuing economic downturn, and the fact that the Company is well-positioned to benefit and prosper once the economy begins to recover:

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Our fourth quarter financial results reflect the impact of this unprecedented slowdown across the majority of our markets. However, on the positive side, despite a very difficult year, the station brands remain strong and we continue to execute on our operating plan while carefully managing our expenses and maintaining a solid balance sheet. I can assure you we’re taking the necessary steps to ensure our business is running as efficiently as possible and is well-positioned to weather this economic storm and emerge from it stronger and better able to serve our audiences.

* * *

As we stated on our last call, we continue to believe that compelling content is critical for our success, and over the last year to two years we’ve made key programming investments that have supported our audience share growth, and will support our performance going forward. According to the most recent Fall 2008 ratings book, 82% of our stations ranked in the top 10 for their target demographic. Furthermore, in the majority of our markets, 16 out of the 18 markets where we have measured ratings, we have at least one station in the top 5 with adults 25 to 54.

* * *

While the near-term outlook on the economy remains very difficult, we continue to be optimistic about both the prospects of Cox Radio and the radio industry in general at a time when many of our media peers are losing audience, radio is continuing to gain audience and that will only bode well for us going forward,

Despite the recession and difficult ad market we continued to build our brands, drive audiences, and deliver results to our advertisers. Our stations ratings remained very high, serving attractive demographics in each of the markets that we serve. Our digital platform continues to grow with more and more listener’s access our stations over the web and new audiences discover our HD radio outfits. In addition we’re continuing to improve our ability to deliver cross platform capabilities for our advertising partners.

The fact is we operate exceptional media platforms that consistently connect with millions of loyal consumers and serve as effective and efficient marketing platforms for our advertising partners.

Our radio station clusters are engrained in the communities which we serve, principally because we listen to our audiences and we deliver on their expectations. We’ve got a connection with our local audiences, and that’s simply unmatched by any other medium. So as a result, I have no doubt that Cox Radio is well positioned to benefit as the economy begins to recover.

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     72.   In response to a question about certain reorganizations in the radio industry, Robert Neil emphasized again that “this economic environment is not going to last forever,” and that the potential winners from the recession will be those companies, like Cox Radio, that “have good strong radio stations.”

     73.   Media recognized Cox Radio’s solid performance and potential for growth and determined to capitalize on their interests and the recent downturn in the Company’s stock price at the expense of the Company’s public shareholders. CEI and Media are engaging in a transaction that assures their continued ownership of the Company and secures their opportunity to benefit from the Company’s growth, while the Company’s shareholders are cashed out at an inadequate consideration.

The Materially Misleading and Incomplete Disclosure Documents

     74.   In connection with the Proposed Transaction, Media filed the Tender Offer Statement with the SEC on March 23, 2009 providing the terms and conditions of the Proposed Transaction. On April 3, 2009, Cox Radio filed the 14D9 (together with the Tender Offer Statement, the “Disclosure Documents”) with the SEC in which the Special Committee found that the Proposed Transaction is fair, from a financial point of view, to the Company’s minority shareholders and recommended that Cox Radio shareholders accept the Tender Offer and tender their shares.

     75.   The Disclosure Documents are materially misleading in that, among other things, they omit material information needed by the Company’s public shareholders in order for them to make fully-informed decisions as to whether or not they should tender their shares of Cox Radio into the Tender Offer or seek appraisal rights related to the Proposed Transaction.

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Specifically, disclosure in the Disclosure Documents is inadequate because Defendants have failed to disclose, among other things, the following information:

a.	Identification of conflicts involving members of the Special Committee and the financial advisor, and whether they have any historical experience with one another.
b.	Management prepared a forecast in February 2009 for the remainder of 2009 reflecting EBITDA of $69 million, down from $132 million in 2008 (the “February Forecasts”). There is no discussion regarding what assumptions were used, or what uses were intended for the February Forecasts.
c.	The 14D9 fails to provide support for the conclusions in the Disclosure Documents as to the basis for the belief that the decline in Cox Radio’s value is not temporary, that the Company’s historical valuations are no longer reflective of its intrinsic value, and that it is not reasonable to believe that Cox Radio’s financial results will be comparable to historical financial results, as the Company’s executives repeatedly emphasized in Cox Radio’s recent earnings conference calls.
d.	Detail regarding the conditions under which the Company would fail to satisfy its leverage ratio covenant.
e.	Whether and why the Special Committee failed to consider the alternative of continuing operations without the Tender Offer.
f.	No discussion is provided regarding how the Special Committee selected Gleacher Partners LLC (“Gleacher”) as its financial advisor; what other

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	firms the Special Committee considered; whether Gleacher has any particular strength or experience that made it the best choice; and whether Gleacher has any prior experience with Cox Radio or other CEI entities.
g.	How Gleacher selected comparable companies for its Historical Trading Analysis and why certain companies were excluded.
h.	With respect to the Discounted Cash Flow analysis, Gleacher fails to provide a detailed forecast. In addition, no detail is provided for the adjustments to the cash flow. There is no discussion or explanation as to why Cox Radio management’s 2009 forecast is below market consensus, especially when considering the forecast summary of other analyst estimates for the Company contained in the Citigroup (Media’s financial advisor) forecast presented in Exhibit (C)(2) to the Tender Offer Statement. Finally, Gleacher fails to identify the sources for discount rates and growth rates.
i.	With respect to the Minority Interest Premium Paid Analysis, Gleacher fails to provide a basis for the degree to which these other minority stake buyback transactions were comparable.
j.	With respect to the Selected Public Company Analysis, there is no discussion regarding the basis for the selection of comparable companies. In addition, Gleacher fails to identify the data or estimates used to calculate the multiples, nor does Gleacher show any application of the multiples to Cox Radio’s financial statistics to draw an inference of the value of the common shares.

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k. The 14D9 also fails to disclose any known positions Gleacher holds in either Cox Radio or other entities controlled by CEI.

     76.   As set forth above, the Disclosure Documents contain misleading information and omit material information concerning the Proposed Transaction. Without material and accurate information concerning Cox Radio and the Tender Offer, the Company’s shareholders cannot make a fully-informed judgment regarding whether to tender their shares in the Tender Offer or seek appraisal rights in connection with the Proposed Transaction.

Defendants Have Breached Their Fiduciary Duties

     77.   The consideration per share to be paid to Class members pursuant to the Proposed Transaction is unfair and inadequate consideration for the reasons set forth above.

     78.   The Proposed Transaction is an attempt by CET and Media to capitalize on their controlling interest in Cox Radio at the expense of the Company’s public shareholders. The Proposed Transaction will, for inadequate consideration, deny Plaintiffs and the other members of the Class the opportunity to share proportionately in the future success of the Company and its valuable assets, while permitting CET and Media to benefit unfairly.

     79.   Furthermore, because Media has stated that it will not sell its majority ownership share to any company, and is only interested in acquiring the publicly held shares of Cox Radio not owned by Media, a potentially higher counter-bid will not materialize since the success of any such bid would require the consent and cooperation of Media.

     80.   Given Media’s stock ownership and control of the Company, it is able to dominate Cox Radio’s Board of Directors. Under the circumstances, none of the directors of Cox Radio or the members of the Special Committee can be expected to protect the interests of

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the Company’s public shareholders in a transaction which benefits Media at the expense of the shareholders.

     81.   Simply put, the Proposed Transaction is unfair to Cox Radio shareholders because it places Media’s interests above those of the Company’s minority shareholders in that Media is purchasing the Company for the least amount of cash possible, even though Defendants have a fiduciary obligation to act in the best interests of the Company’s public shareholders.

     82.   By virtue of the foregoing, Defendants have engaged in unfair self-dealing toward Plaintiffs and the other members of the Class and have engaged in and substantially assisted and aided each other in breach of their fiduciary duties owed by them to Plaintiffs and the Class.

     83.   The Proposed Transaction is wrongful, unfair and harmful to the Company’s minority public stockholders, and represents an effort by Defendants to aggrandize Media’s financial position and interests and those of the interested directors, at the expense and to the detriment of Class members. The Proposed Transaction is an attempt to deny Plaintiffs and the other members of the Class their right to share proportionately in the true value of the Company’s valuable assets, future growth in profits, earnings and dividends, while usurping the same for the benefit of Media on unfair and inadequate terms, and without full and candid disclosure to Plaintiffs and the Class of all material information regarding the Company’s future prospects.

     84.   As a result of Defendants’ unlawful actions, Plaintiffs and the other members of the Class will be damaged in that they will not receive their fair portion of the value of the Company’s assets and business and will be prevented from obtaining the real value of their equity ownership of the Company,

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     85.   Unless the Proposed Transaction is enjoined by the Court, Defendants will continue to breach their fiduciary duties owed to Plaintiffs and the members of the Class, will not engage in arms-length negotiations on the Proposed Transaction terms, will consummate and close the Proposed Transaction complained of, and will deny Class members their fair proportionate share of Cox Radio’s valuable assets and businesses, all to the irreparable harm of the Class.

     86.   Plaintiffs and the other members of the Class are immediately threatened by the wrongs complained of herein, and lack an adequate remedy at law.

PRAYER FOR RELIEF

     WHEREFORE, Plaintiffs pray for judgment and relief as follows:

     A. Declaring this action to be a class action and certifying Plaintiffs as the representatives of the Class;

     B. Declaring that Defendants and each of them have committed or participated in a breach of their fiduciary duties to Plaintiffs and the other members of the Class;

     C. Preliminarily and permanently enjoining Defendants, their agents, counsel, employees and all persons acting in concert with them from consummating the Proposed Transaction;

     D. To the extent that the Proposed Transaction may be consummated prior to this Court’s entry of a final judgment, rescinding the Proposed Transaction and setting the Proposed Transaction aside or granting rescissory damages;

     E. Directing Defendants to account to Plaintiffs and the Class for all damages which they have sustained or will sustain by reason of Defendants’ wrongdoing, including awarding compensatory and/or rescissory damages;

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     F. Imposing a constructive trust, in favor of Plaintiffs and the Class, upon any benefits Defendants improperly receive as a result of their wrongful conduct;

     G. Awarding Plaintiffs the costs and disbursements of this action, including a reasonable allowance for Plaintiffs’ attorneys’ and experts’ fees; and

     H. Granting such other and further relief as this Court may deem to be just and proper.

Dated: April 7, 2009		ROSENTIIAL, MONHAIT & GODDESS, P.A.
	By;	/s/ Carmella P. Keener
		CarmellaP. Keener (Del. Bar No. 2810)
		919 North Market Street, Suite 1401 P.O. Box 1070 Wilmington, Delaware 19801 One of Delaware Co-Liaison Counsel for Plaintiffs

OF COUNSEL:

SAXENA WHITE P.A.
Maya Saxena
Joseph R. White, HI
Christopher S, Jones
Lester R. Hooker
2424 North Federal Highway, Suite 257
Boca Raton, Florida 33431
Tel.: (561)394-3399
Fax: (561)394-3382

THE WEISER LAW FIRM, PC
Patricia C. Weiser
Debra S. Goodman
121 N. Wayne Avenue, Suite 100
Wayne, PA 19087 Tel: (610) 225-2677

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EX-99.(A)(5)(E)

Exhibit (a)(5)(E)

IN THE SUPERIOR COURT OF GWINNETT COUNTY
STATE OF GEORGIA

RUTHELLEN MILLER, On Behalf of Herself and All Others Similarly Situated and Derivatively on Behalf of COX RADIO, INC.,

Plaintiff,

vs.

JAMES C. KENNEDY, JUANITA P.
BARANCO, G. DENNIS BERRY, NICK W.
EVANS, JR., JIMMY W. HAYES, PAUL M.
HUGHES, MARC W. MORGAN, ROBERT F.
NEIL, NICHOLAS D. TRIGONY, COX
MEDIA GROUP, INC. and COX
ENTERPRISES, INC.

Defendants,

-and-

COX RADIO, INC., a Delaware corporation,

Nominal Defendant.

No. 09A-02921-9

CLASS ACTION

VERIFIED AMENDED SHAREHOLDER’S
DERIVATIVE AND CLASS ACTION
COMPLAINT FOR BREACH OF
FIDUCIARY DUTY, WASTE OF
CORPORATE ASSETS AND ABUSE OF
CONTROL

DEMAND FOR JURY TRIAL

INTRODUCTION

     1. This is a shareholder class and derivative action against the members of the Board of Directors of Cox Radio, Inc. (“Cox” or the “Company”) Cox Enterprises, Inc. (“Enterprises”) and Cox Media Group, Inc. (“Cox Media”) on behalf of Cox and its shareholders arising out of defendants’ self-dealing and refusal to comply with their fiduciary obligations. Cox Media and Enterprises (collectively, Cox Media and Enterprises are referred to herein as “Enterprises”) have arranged to take Cox private and deprive its public stockholders of their equity interest in Cox by acquiring Cox for $3.80 per share (“Going Private Transaction”). This lawsuit is necessary to protect Cox and its shareholders from the members of Cox’s Board of Directors’ (“Board” or “Individual Defendants”) continuing breaches of fiduciary duty, conflicts of interest and violations of statutory law.

     2. On March 23,2009, Enterprises announced that it was proposing to acquire, through Cox Media, the outstanding publicly held Class A shares of Cox that it does not already own, for $3.80 per share in cash. Enterprises owns 100% of the outstanding shares of Cox’s Class B common stock and 17.3% of Cox’s Class A common stock, representing 78.4% of Cox’s outstanding shares of common stock and 97.2% of the voting power of Cox’s common stock. On April 3, 2009, a special committee appointed by Cox’s Board to evaluate the Going Private Transaction unanimously recommended that the Company’s stockholders accept Enterprises’ offer and tender their shares pursuant to the tender offer. Each of the defendants is directly violating or aiding and abetting the Individual Defendants’ violations of the fiduciary duties owed to the public Class A shareholders of Cox. As the directors have unlawfully placed their own interests ahead of Cox’s shareholders’, the

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Going Private Transaction will be consummated, resulting in irreparable harm absent judicial intervention.

JURISDICTION AND VENUE

     3. Nominal defendant Cox maintains its executive offices at 6205 Peachtree Dunwoody Road, Atlanta, Georgia 30328. Many of the acts complained of herein occurred in Georgia. The amount in controversy is in excess of the jurisdictional minimum of this Court. This action is not removable to federal court as no federal remedy is sought.

     4. Venue is proper in this county pursuant to O.C.G.A. § 14-2-510(b)(l) as Cox maintains its registered office at 40 Technology Pkwy South, #300, Norcross, Georgia 30092.

PARTIES

     5. Plaintiff is, and has been since the time of the commission of the wrongful acts complained of herein, a shareholder of Cox.

     6. Nominal defendant Cox operates radio stations in the United States and provides sales and marketing services for radio stations. Cox has over 20,756,528 million shares of Class A common stock issued and outstanding which trade on the New York Stock Exchange.

     7. Defendant Enterprises, a privately-held Delaware company, maintains principal executive offices located at 1400 Lake Hearn Drive NE, Atlanta, Georgia 30319. Enterprises owns 17.3% of the outstanding Class A shares of Cox, and 100% of the Class B shares of Cox, representing 78.4% of Cox’s outstanding shares of common stock and 97.2% of the voting power of Cox’s common stock.

     8. Defendant Cox Media, a Delaware company, is a wholly-owned subsidiary of Enterprises.

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     9. Defendant James C. Kennedy (“Kennedy”) has served as a director of Cox since July 1996, and became Chairman of the Board of Directors in January 2002. He has served as Chairman of the Board of Directors and Chief Executive Officer of Enterprises since January 1988, and prior to that time was Enterprises’ President and Chief Operating Officer. Mr. Kennedy is the grandson of the founder of Enterprises. Kennedy effectively controls the Board through his positions and stock ownership.

     10. Defendant Juanita P. Baranco (“Baranco”) has served as a director of Cox since December 2003. She is Executive Vice President and Chief Operating Officer of The Baranco Automotive Group, a group of automobile dealerships, where she has been a principal for more than twenty years. She also serves as a member of the board of directors of The Southern Company and the board of trustees of Clark Atlanta University. Baranco’s company purchases media advertising from Cox and Enterprises.

     11. Defendant G. Dennis Berry (“Berry”) has served as a director of Cox since January 2002. Berry has served as Vice Chairman of the Board of Directors of Enterprises since December 2005. Previously, he served as President and Chief Operating Officer of Enterprises beginning in October 2000, and was President and Chief Executive Officer of Manheim Auctions, Inc., a subsidiary of Enterprises, from 1995 through October 2000.

     12. Defendant Nick W. Evans, Jr. (“Evans”) has served as a director of Cox since May 2007. Evans has served as Chairman of ECP Benefits, LLC, a provider of employee benefit solutions, since January 2003, and as a principal of Associated Media Partners since January 2001.

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     13. Defendant Jimmy W. Hayes (“Hayes”) has served as a director of Cox since December 2005. Hayes has served as President and Chief Operating Officer of Enterprises since January 2006, and served as Executive Vice President of Enterprises from July 2005 through December 2005. Previously, he served as Executive Vice President, Finance and Chief Financial Officer of Cox Communications, Inc., a subsidiary of Enterprises, from July 1999 through July 2005. Prior to that, he served in several executive and financial management positions with Enterprises and , Cox Communications beginning in 1980. Hayes also serves as a director of Enterprises.

     14. Defendant Paul M. Hughes (“Hughes”) has served as a director of Cox since December 1996. Hughes has been President and Chief Operating Officer of OG Holding LTD., a broadcasting and management consulting company, since April 1995. According to the May 16, 2007 Proxy Statement, a family member of Hughes is employed by an affiliate of Enterprises.

     15. Defendant Marc W. Morgan (“Morgan”) has served as a director of Cox since August 1999 and as Executive Vice President and Chief Operating Officer of Cox since February 2003. Prior to that, he served as Vice President and Co-Chief Operating Officer since July 1999, and as Senior Group Vice President of Cox from May 1997 to June 1999. Previously, Morgan was Senior Vice President of Cox from July 1996 to May 1997. He also served as Vice President and General Manager of WSB Radio from July 1992 to November 1998.

     16. Defendant Robert F. Neil (“Neil”) has served as a director and as President and Chief Executive Officer of Cox since July 1996, and was Executive Vice President — Radio of Cox Broadcasting from June 1992 to 1996. Previously, he was Vice President and General Manager of WSB-AM/FM (Atlanta, Georgia). Neil joined Cox Broadcasting in November 1986.

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     17. Defendant Nicholas D. Trigony (“Trigony”) has served as a director of Cox since July 1996, and was Chairman of the Board of Directors from December 1996 through December 2000. Previously, Trigony served as President of Cox Broadcasting from March 1990 until his retirement in December 2000. Trigony joined Cox Broadcasting in September 1986 as Executive Vice President -Radio and was Executive Vice President — Broadcast from April 1989 to March 1990. By virtue of their positions as directors of Cox, the Individual Defendants have, and at all relevant times had, the power to and did control and influence Cox to engage in the practices complained of herein.

SUBSTANTIVE ALLEGATIONS

The Background to the Going Private Transaction

     18. On March 23, 2009, Enterprises announced that it was commencing a tender offer to acquire the outstanding publicly held shares of Cox that it does not already own, for $3.80 per share in cash, for a total value of $69.1 million.

     19. Commenting on the Going Private Transaction, Cox Enterprises President/CEO Hayes stated:

Cox Enterprises is committed to operating media businesses, and as a private company can take a long-term perspective, which is especially valuable in the current economic environment. Given how these economic challenges are affecting the radio industry, we believe that private ownership offers advantages that will assist Cox Radio in attaining its business objectives and managing its capital structure. We have confidence in the long-term potential of Cox Radio and its management team. This transaction will allow us to further invest in a quality asset we know well and to best ensure Cox Radio maintains its best-in-class operations.

     20. In the March 23, 2009 press release, Enterprises asserted that the proposal represents a 15.2% premium over the March 20 closing price and a 21.8% premium over the ten-day volume weighted average closing price of Cox.

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     21. However, this press release omitted to disclose that Cox stock traded as high as $6.66 just two months prior, on January 6, 2009, and that Cox’s 52 week high was $13.05 on May 15, 2008. Thus, the price vastly undervalues Cox stock.

     22. Upon the announcement of the Going Private Transaction, Cox stock jumped to close that day at $4.12 per share, well over the $3.80 offered by Enterprises, signifying the market viewed the offer as inadequate. Since March 23, 2009, Cox stock has continued to trade over $4 per share.

     23. Enterprises indicated in its press release that it had “no interest in a disposition of its controlling interest” in Cox. The transaction will be financed by cash on hand and Enterprises’ existing credit facility.

     24. Enterprises immediately filed its Schedule TO-T with the Securities and Exchange Commission (“TO”). The tender offer (“Tender Offer”) is scheduled to close on April 17, 2009, and is conditioned upon a majority of the minority shareholders tendering their shares.

     25. In response, Cox stated on March 23, 2009 that the Board intended to appoint a special committee of directors to review the Tender Offer and would make a recommendation within ten business days to Class A shareholders — leaving Cox shareholders with only 11 calendar days prior to the scheduled close of this fast-paced Tender Offer to determine whether or not to tender into the Tender Offer, or seek appraisal on the second step cash-out merger.

     26. On April 3, 2009, Cox filed with the SEC its Solicitation/Recommendation Statement on Schedule 14D-9 (“14D-9”) in which it announced that the Board had, in fact, established a special committee to evaluate the Tender Offer. The special committee consists of defendants Baranco and Evans (the “Special Committee”).

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     27. The 14D-9 states that from between March 24 and March 27, 2009, outside counsel to the Special Committee discussed the role of the Special Committee with respect to the Tender Offer with outside counsel to Enterprises, including whether the Special Committee should have the authority to negotiate the terms of the Tender Offer with Enterprises, In addition, counsel discussed the terms of the resolutions to be adopted by the Board in creating the Special Committee.

     28. Incredibly, the Board did not give the Special Committee the authority to negotiate the terms of the Going Private Transaction.

     29. Thereafter, on March 25, 2009, the Special Committee approved the retention of Gleacher Partners LLC (“Gleacher”) as the committee’s financial advisor.

     30. On March 31, 2009, the Board adopted resolutions that officially formed and approved the Special Committee, its members and its role with respect to the Tender Offer.

     31. Between March 26 and March 27, 2009, the Special Committee held several telephonic meetings with their counsel and financial advisor. The 14D-9 states that the purpose of these meetings was to “further develop the process for evaluating the Offer and to determine the information necessary for the Special Committee to complete its evaluation of the Offer.”

     32. On March 30, 2009, at the request of Gleacher, representatives from Enterprises’ financial advisor, the Special Committee’s financial advisor, and the Special Committee’s and Enterprises’ outside counsel met telephonically “to clarify one element of the discounted cash flow valuation methodology developed by [] Enterprises’ financial advisor” as set forth in the TO. The discounted cash flow analysis is one of the most critical analyses shareholders look to in determining the value of their shares. Nevertheless, the 14D-9 does not disclose the nature of this important clarification to Cox’s shareholders.

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     33. On March 31, 2009, the Special Committee, its outside counsel and financial advisor and members of Cox’s management met telephonically. Gleacher provided the Company with an overview of its report and asked Robert F. Neil, the Company’s president and chief executive officer and Charles L. Odom, the Company’s chief financial officer, to give the Special Committee an update on the Company’s current results of operations as well as an overview of management’s assumptions and qualifications underlying the projections that management provided to Gleacher. At that meeting, Gleacher also gave the Special Committee an overview of its report and its underlying analysis and responded to questions from the Special Committee.

     34. The very next day, on April 1, 2009, the Special Committee hastily ratified all actions and approvals taken and made by the members of the Special Committee prior to the formal constitution of the Special Committee and recommended that Cox’s shareholders tender their shares pursuant to the Tender Offer.

     35. However, the Going Private Transaction is far from fair to Cox’s shareholders. The deal is rife with conflicts, the consideration to be paid to Cox’s shareholders in the Tender Offer is wholly inadequate and the Special Committee formed to evaluate the Going Private Transaction is little more than a sham.

Conflicts Tainting the Special Committee

     36. Defendant Kennedy effectively controls the Board, a majority of which is comprised of inside directors and the remainder of which have business or social ties to Kennedy. Moreover, members of the Board were and are elected by a majority vote of both Class A and Class B voting together. According to the Company’s public filings, Enterprises has sufficient voting power to elect all of the members of the Company’s board of directors and effect transactions without the approval

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of the Company’s stockholders. Accordingly, each of the Individual Defendants, including Special Committee members Baranco and Evans, was elected by Enterprises and Kennedy. Baranco is also conflicted by virtue of the fact that The Baranco Automotive Group, for which she serves as Executive Vice President and Chief Operating Officer, purchases media advertising from Cox and Enterprises. Thus, further information must be disclosed to ascertain whether the Special Committee members are truly independent.

Cox’s Entangling Relationship with Enterprises

     37. Cox has many entangling relationships with Enterprises, including the following:

a. Cox receives certain management services from, and has entered into certain transactions with, Enterprises. Costs of the management services that are allocated to Cox are based on actual direct costs incurred, or on Enterprises’ estimate of expenses relative to the management services provided to other subsidiaries of Enterprises. Cox believes that these allocations have been made on a reasonable basis, and that receiving these management services from Enterprises creates cost efficiencies; however, there has been no study or attempt to obtain quotes from third parties to determine what the cost of obtaining such services from third parties would have been.

b. Cox receives day-to-day cash management services from Enterprises, with settlements of outstanding balances between Cox and Enterprises occurring periodically at market interest rates. As apart of these services, Enterprises transfers funds to cover Cox’s checks presented for payment and Cox records book overdrafts, which are classified as accounts payable in Cox’s balance sheets. Book overdrafts of $5.9 million existed on December 31, 2008 and book overdrafts $2.8 million existed at December 31, 2008 and 2007, respectively, as a result of Cox’s checks outstanding. The amounts due to or from Enterprises are generally due on demand and represent the net balance of the

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	intercompany transactions, and accrue interest at Enterprises’ current commercial paper borrowing rate or a LIBOR based rate dependent upon Cox’s credit rating (1.8% and 6.0% at December 31, 2008 and 2007, respectively). As of December 31, 2008 and 2007, Enterprises owed Cox approximately $1.4 million, and Cox owed Enterprises approximately $16.6 million, respectively.
c.	Cox receives certain management services from Enterprises, including management and financial advisory services, legal, corporate secretarial, tax, internal audit, risk management, purchasing and materials management, employee benefit (including pension plan) administration, fleet, engineering and other support services. Expenses allocated for these services are included in corporate general and administrative expenses in Cox’s consolidated financial statements. For the years ended December 31, 2008 and 2007, Cox was allocated expenses of approximately $3.4 million and $3.2 million, respectively, related to these services.
d.	In connection with these management services, Cox reimburses Enterprises for payments made to third-party vendors for certain goods and services provided to Cox under arrangements made by Enterprises on behalf of Enterprises and its affiliates, including Cox. Cox believes such arrangements result in Cox receiving such goods and services at more attractive pricing than Cox would be able to secure separately. Such reimbursed expenditures include insurance premiums for coverage through Enterprises’ insurance program, which provides coverage for all of its affiliates, including Cox. Rather than self-insuring these risks, Enterprises purchases insurance for a fixed-premium cost from several insurance companies, including an insurance company indirectly owned by descendants of the founder of Enterprises, including Kennedy, and his sister, who each own 25% of the insurance company. This insurance company is an insurer and re-insurer on various insurance policies purchased by Enterprises, and it employs an independent consulting actuary to

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calculate the annual premiums for general/auto liability and workers compensation insurance based on Cox’s loss experience consistent with insurance industry practice. Cox’s portion of these insurance costs was approximately $0.6 million for each of 2008 and 2007.

e.

Cox’s employees participate in certain Enterprises employee benefit plans, and Cox made payments to Enterprises in 2008 and 2007 for the costs incurred because of such participation, including self-insured employee medical insurance costs of approximately $11.1 million and $10.7 million, respectively, retiree medical payments of approximately $0.2 million and $0.2 million, respectively, post-employment benefits of approximately $0.7 million and $0.7 million, respectively, and pension plan payments of approximately $5.9 million and $6.2 million, respectively.

f. Cox’ s headquarters building is leased by Enterprises from a partnership that in turn is indirectly owned by descendents of the Company founder with an indirect 36% interest held in the aggregate by the children of Kennedy and an indirect, less than 3% interest held in the aggregate by Kennedy and his sister. Cox pays rent and certain other occupancy costs to Enterprises for space in Enterprises’ corporate headquarters building. Rent and occupancy expense is allocated based on occupied space, and such expense was approximately $0.9 million for each of the years ended December 31, 2008 and 2007.

g. Cox is a party to lease agreements with Enterprises with respect to studio and tower site properties in Atlanta, Georgia, Dayton, Ohio, and Orlando, Florida that are used for Cox’s radio operations in those markets. The annual rental cost in the aggregate was approximately $0.7 million for each of the years ended December 31, 2008 and 2007.

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h. During 2008 and 2007, Cox Search, Inc., a wholly-owned subsidiary of Enterprises, purchased radio advertising from Cox in aggregate amounts of $0.3 million and $0.4 million, respectively.

i. During 2008 and 2007, Enterprises-owned television stations and newspaper operations which purchased radio advertising from Cox in an aggregate amount of $1.9 million and $1.8 million, respectively. Conversely, Cox purchased advertising from Enterprises-owned television stations at regular commercial rates in an aggregate amount of $0.3 million and $0.7 million, respectively.

j. Citigroup Global Markets Inc. (“Citi”), Enterprises’ investment advisor in the transaction, is a lender to Enterprises and Cox.

The Consideration Offered to Cox’s Shareholders is Inadequate

     38. The price offered in the Going Private Transaction is unfair; one of Cox’s large shareholders, Buckhead Capital Management, LLC, expressed the view that the price in the Tender Offer was “unjustifiably too low” and that a more reasonable price would be a price at which Cox has been repurchasing shares over the last three years (i.e., an average price of $12.12 per share).

     39. Notably, the TO states that as of December 31, 2008, Cox’s net book value per share was $8.04 — significantly higher than the $3.80 offer price. The net book value per share represents the fair value of assets on Cox’s balance sheet and should, therefore, have been reflected in the offer price. The net book value per share is also particularly relevant since Cox, according to its Form 10-K filed with the SEC on March 13, 2009, indicates in Note 7 to the Financial Statements for fiscal year ended December 31, 2008, that Cox took significant write-downs related to impairment charges to assets and goodwill based upon its view of the fair value of the Company’s assets.

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     40. Additionally, as noted in the TO, according to Bond & Pecaro the fair market value of Cox’s FCC licenses is estimated to be approximately $967.6 million as of December 31,2008, which indicates that there is substantial additional value inherent in Cox’s assets not reflected in the current offer price. Given that the Bond & Pecaro analyses are considerably greater than the value offered by Enterprises, it is readily apparent that a liquidation of Cox would provide greater value to the public shareholders than that currently offered by Enterprises

     41. According to Citi’s March 16, 2009 presentation, Cox Enterprises’ investment advisor anticipates a 20-25% annualized rate of return to Cox Enterprises within approximately four years, which also suggests that the consideration offered in the Tender Offer is inadequate.

     42. It is also significant that since the Going Private Transaction was announced, Cox’s stock price has consistently traded over $3.80 per share and, in fact, was trading over $6 per share just two months ago.

The Disclosure Documents Contain Material Omissions and Misrepresentations

     43. The TO filed on March 23, 2009, and the 14D-9 filed on April 3, 2009, fail to disclose material information to Cox shareholders, including the following:

           a. there is no information in the TO regarding the amount of compensation Citi will receive from Enterprises, a material fact in light of Citi’s conflicts, including the fact that Citi is a lender to Cox and Enterprises;

           b. the valuation reports prepared by Bond & Pecaro on the fair market value (“FMV”) of Cox’s FCC licenses, estimated to be approximately $967.6 million at December 31, 2008;

           c. whether the valuation reports prepared by Bond & Pecaro on the FMV of Cox’s FCC licenses were updated in connection with the Going Private Transaction and whether such reports

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were considered by Enterprises in determining the consideration to be offered to Cox’s shareholders in the Tender Offer, and by the Special Committee and its advisor in making its recommendation;

           d. the discounted cash flow report prepared by Bond & Pecaro for the aggregate fair market value of Cox’s radio stations, valued at $1.2 billion at December 31, 2008;

           e. whether the discounted cash flow report prepared by Bond & Pecaro for the aggregate FMV of Cox’s radio stations was updated in connection with the Going Private Transaction and whether such report was considered by Enterprises in determining the consideration to be offered to Cox’s shareholders in the Tender Offer and by the Special Committee and its advisor in making its recommendation;

           f. details regarding the March 30, 2009 telephonic conference during which Gleacher, Citi, and the Special Committee’s and Enterprises’ outside counsel met “to clarify one element of the discounted cash flow valuation methodology” developed by Citi;

           g. to create a summary of the implied range of per share prices for Company, the 14D-9 states that Gleacher in its Discounted Cash Flow Analysis used a range of discount rates from 9% to 12% based upon an analysis of the weighted average cost of capital of the Company conducted by Gleacher. However, Citi used discount rates ranging from 8% to 10%. The 14D-9 and the TO do not explain the rationale for the wide difference in the discount rate spreads, which heavily impacts Cox’s share valuation;

           h. the 14D-9 does not include in full Gleacher’s presentation to the Special Committee in which it opined on the fairness of the Tender Offer despite the fact that Citi’s presentations were exhibits to the TO;

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           i. the 14D-9 and the TO do not provide explanations for the perpetuity growth rates selected by Gleacher and Citi in their respective Discounted Cash Flow Analysis;

           j. the 14D-9 states that “Gleacher also discussed with the Special Committee the Company’s current financial covenants and the potential impact of the future cash flows of the Company based on projections provided by the Company’s management on certain covenants in the Revolving Credit Facility.” The 14D-9 does not disclose how these financial covenants factored in to Gleacher’s fairness opinion;

           k. the 14D-9 fails to disclose what conclusions Gleacher drew in connection with its Minority Interest Premiums Paid Analysis which data demonstrates that initial offers on minimum buyouts are increased significantly by the time a deal closes;

           l. the 14D-9 fails to disclose what management predicted for Cox’s projected financial leverage ratio in the fourth quarter of 2009;

           m. the 14D-9 does not disclose full Cox management projections; and

           n. the 14D-9 does not provide adequate information to support the conclusion that Special Committee members Baranco and Evans have “sufficient independence” from Enterprises, particularly given defendant Baranco’s business dealings with Cox and Enterprises.

The Duties of the Individual Defendants

     44. By reason of their positions as directors and their ability to control the business and corporate affairs of Cox, the Individual Defendants owe Cox and its shareholders the highest fiduciary obligations of fidelity, trust, loyalty, good faith, fair dealing, due care and fully candid and adequate disclosure. The Individual Defendants are required to use their utmost ability to control and manage Cox in a fair, just and equitable manner and to act in furtherance of the best interests of

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Cox and all its shareholders, so as to benefit all shareholders proportionately in preserving Cox’s property and assets, and not in furtherance of their personal interests or to benefit themselves disproportionately.

     45. The Individual Defendants are required to act in good faith, in the best interests of Cox and its shareholders, and with such care, including reasonable inquiry, as would be expected of an ordinarily prudent person. To diligently comply with this duty, the Individual Defendants are precluded from taking action that:

           a)  serves their own interests or the interests of Enterprises to the detriment of Cox or its public shareholders;

           b)  inures to the detriment of Cox or its shareholders;

           c) contractually prohibits them from complying with or carrying out their fiduciary duties to maximize shareholder value in connection with the sale of Cox;

           d) discourages or inhibits alternative offers to purchase control of the corporation or its assets; or

           e)  will otherwise adversely affect their duty to search and secure the best value reasonably available under the circumstances for the corporation’s shareholders.

     46. The Individual Defendants, because of their positions of control and authority as directors of Cox, were able to and did, directly control the conduct complained of herein.

     47. The complaint’s asserted claims are brought under applicable law requiring every director to act in good faith and in the best interest of their corporation and its shareholders. These laws require each Individual Defendant to act with such care, including conducting a reasonable inquiry, as would be expected of a prudent person conducting his or her own financial affairs.

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     48. In any situation where the directors of a publicly traded corporation undertake a transaction that will result in either (i) a change in corporate control, or (ii) a break-up of the corporation’s assets, the directors have an affirmative fiduciary obligation to obtain the highest value reasonably available for a corporation and its shareholders, and if such transaction will result in a change of corporate control, the shareholders are entitled to receive a significant premium. To diligently comply with these duties, the directors may not take any action that:

           a)  adversely affects the value provided to the corporation’s shareholders;

           b)  will discourage or inhibit alternative offers to purchase control of the corporation or its assets;

           c)  contractually prohibits them from complying with their fiduciary duties;

           d)  will otherwise adversely affect their duty to search and secure the best value reasonably available under the circumstances for the corporation’s shareholders; and/or

           e)  will provide the directors with preferential treatment at the expense of, or separate from, the public shareholders.

     49. Defendants are attempting to acquire Cox on terms that are designed to freeze Cox’s public shareholders out of a large portion of the valuable assets, at an inadequate price and unfair process.

     50. Cox’s shareholders have also been denied the fair process and arm’s-length negotiated terms to which they are entitled in a sale of their Company. The officers and directors are obligated to maximize shareholder value, not benefit themselves or Enterprises by structuring a preferential deal for themselves at the expense of Cox and its shareholders.

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     51. The Individual Defendants are obligated to maximize the sale value of Cox. Cox and its shareholders are being deprived of a fair and unbiased process to sell the Company. Cox’s Class A shareholders are entitled to an opportunity to obtain maximum value and terms for their interests, without preferential treatment to the insiders.

     52. The Board members and entities identified herein have irremediable positions of conflict and cannot be expected to act in the best interests of Cox or its public shareholders in connection with the proposed sale of Cox.

     53. In light of the foregoing, the Individual Defendants must, as their fiduciary obligations require:

          adequately ensure that no conflicts of interest exist between defendants’ own interests and their fiduciary obligation to maximize shareholder value or, if such conflicts exist, to ensure that all conflicts be resolved in the best interests of Cox’s public shareholders;

          and allow Cox’s shareholders to consider all offers for Cox, not just those which agree to special and/or benefits to Cox insiders.

CLASS ACTION ALLEGATIONS

     54. Plaintiff brings Count I pursuant to O.C.G.A. §9-1l-23(a), on behalf of herself and all other public shareholders of Cox’s common stock, who are being and will be harmed by defendants’ actions described herein (the “Class”). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any defendant.

     55. This action is properly maintainable as a class action.

     56. The shareholders on whose behalf this action is brought are so numerous that joinder of them all is impracticable. There are over 17 million shares of Cox stock outstanding. The shares trade on the New York Stock Exchange.

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     57. Questions of law and fact are common to the Class and predominate over questions affecting individual Class members. They include:

           a)  whether the defendants have engaged in or aided and abetted the mismanagement, abuse of control and self-dealing or enriched and benefitted themselves at the expense of Cox and its public stockholders;

           b)  whether the Individual Defendants have breached their fiduciary duties in failing to maximize shareholder value; and

           c)  whether the plaintiff and other Class members would be irreparably damaged were the provisions and conduct detailed herein allowed to persist.

     58. Plaintiffs claims are typical of the claims of the Class because all members of the Class have been and will be similarly harmed by defendants’ actions.

     59. Plaintiff has retained counsel experienced in litigation of this nature. Plaintiff has no interest that is adverse to the interests of the Class. Plaintiff is an adequate representative of the Class and anticipates no difficulty in the management of this case as a class action.

     60. A class action is superior to any other method available for the fair and efficient adjudication of this controversy. Class-wide remedies will assure uniform standards of conduct for the defendants and avoid the risk of inconsistent judgments.

DERIVATIVE ALLEGATIONS

     61. Plaintiff brings Counts Nos. II-V derivatively in the right of and for the benefit of Cox to redress injuries suffered and to be suffered by Cox as a direct result of the Individual Defendants’ breaches of fiduciary duty, corporate mismanagement, gross self-dealing, abuse of control and

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conspiracy to abuse control, and constructive fraud. This is not a collusive action to confer jurisdiction in this Court which it would not otherwise have.

     62. Plaintiff will adequately and fairly represent the interests of Cox and its shareholders in enforcing and prosecuting their rights.

     63. This action is brought to remedy violations of applicable law.

     64. Plaintiff has not made any demand on the present Board to institute this action because such demand would be a futile, useless act because the entire Board participated in the wrongs complained of herein by performing the following acts:

           a)  the known principal wrongdoers and beneficiaries of the wrongdoing, including, but not limited to, Individual Defendants and Enterprises, are in positions to, and do, dominate and control Cox’s Board of Directors. Thus, the Board could not, and cannot, exercise independent objective judgment in deciding whether to bring this action nor vigorously prosecute this action;

           b)  the Board has failed to take any action to rescind these actions despite their knowledge that such actions constitute a breach of their fiduciary duties;

           c)  to bring this action for breach of fiduciary duties, abuse of control, and unjust enrichment, the members of Cox’s Board of Directors would have been required to sue themselves and/or their fellow directors and allies in the top ranks of the Company, with whom they are close personal friends and with whom they have entangling financial alliances, interests and dependencies. Suing themselves, their friends and their allies is not something the Individual Defendants would be willing to do, therefore, they would not be able to vigorously prosecute any such action;

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           d)  each of the Individual Defendants herein, receives substantial salaries, bonuses, payments, benefits and other emoluments by virtue of their membership on the Board and their control of Cox. Thus, they have benefitted from the wrongs alleged herein and have engaged therein to preserve their positions of control and the perquisites thereof, and are incapable of exercising independent objective judgment in deciding whether to bring this action. The Board members also have close personal and business ties with each other and consequently are interested parties and cannot, in good faith, exercise independent business judgment to determine whether to bring this action against themselves; and

           e)  due to Cox’s directors’ and officers’ liability insurance coverage, if the directors caused Cox to sue themselves and the Company’s executive officers for the liability asserted herein, the directors and officers would be required to personally pay for the liability alleged herein. As a result, if these defendants were to sue themselves there would be no insurance protection for this derivative action. Thus, the defendants will not sue themselves because to do so would subject themselves and their colleagues and/or friends to million-dollar judgments payable from their individual assets alone.

COUNT I

On Behalf of Plaintiff and the Class Against
All Defendants for Breach of Fiduciary Duty

     65. Plaintiff repeats and realleges each allegation as though fully set forth herein.

     66. Defendants have violated their fiduciary duties of care, loyalty, candor and independence owed to the public shareholders of Cox, have engaged in unlawful self-dealing, and

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have acted to put their personal interests and/or the interests of Enterprises ahead of the interests of Cox shareholders.

     67. By the acts, transactions and courses of conduct alleged herein, defendants, individually and acting as part of a common plan, are attempting to unfairly deprive plaintiff and other members of the Class of the true value of their investment in Cox.

     68. As demonstrated by the allegations above, the Individual Defendants failed to exercise the care required, and breached their duties of loyalty, good faith, candor and independence owed to the shareholders of Cox because, among other reasons:

           a)  they failed to take steps to maximize the value of Cox to its public shareholders and they took steps to avoid competitive bidding, to cap the price of Cox’s stock and to give the Individual Defendants an unfair advantage, by, among other things, failing to solicit other potential acquirers or alternative transactions; and

           b)  they ignored or did not protect against the numerous conflicts of interest resulting from the directors’ own interrelationships or connection with the acquisition.

     69. By reason of the foregoing acts, practices and course of conduct, defendants have failed to exercise ordinary care and diligence in the exercise of their fiduciary obligations toward plaintiff and the other members of the Class.

     70. As a result of the actions of defendants, plaintiff and the Class have been and will be irreparably damaged in that they have not and will not receive their fair portion of the value of Cox’s assets and businesses and have been and will be prevented from obtaining a fair price for their shares.

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     71. Unless enjoined by this Court, defendants will continue to breach and/or aid and abet the other defendants’ breaches of their fiduciary duties owed to plaintiff and the Class, and may consummate the proposed sale of Cox to Enterprises which will exclude the Class from its fair share of Cox’s valuable assets and businesses, and/or benefit defendants in the unfair manner complained of herein, all to the irreparable harm of the Class, as aforesaid.

     72. By the course of conduct alleged herein, the Individual Defendants, individually and as part of a common plan and scheme or in breach of their fiduciary duties to plaintiff and the other members of the Class, have implemented and are abiding by a process that will deprive plaintiff and other members of the Class of the rights and interests that they possess as a result of their ownership of Cox stock.

     73. Cox shareholders will, if defendants’ actions are allowed to stand, be deprived of their rights as Cox shareholders. Instead, these benefits are being and will be diverted from Cox to Enterprises without a full and candid disclosure to plaintiff and the Class concerning Cox’s prospects.

     74. By reason of the foregoing acts, practices and course of conduct, the Individual Defendants have failed to exercise ordinary care and diligence in the exercise of their fiduciary obligations owed to plaintiff and the other Cox public stockholders and/or have acted in a manner adverse to the interests of Cox and its shareholders in order to advance their own interests.

     75. In light of the foregoing, plaintiff demands that the Individual Defendants, as their fiduciary obligations require, rescind the unlawful provisions designed to favor Enterprises and/or implement an active auction or open bidding process in order to maximize shareholder value.

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     76. Defendants have failed to act in good faith toward plaintiff and other Class members, and have breached and are continuing to breach their fiduciary duties to plaintiff and Class members.

     77. Because of defendants’ unlawful actions, plaintiff and other Class members will be irreparably harmed in that they will continue to be precluded from exercising the rights they possess and benefits they are entitled to as Cox shareholders. Unless defendants’ actions are enjoined by the Court, defendants will continue to breach their fiduciary duties owed to plaintiff and Class members, and will refuse to engage in arm’s-length negotiations, all to the irreparable harm of Class members.

     78. Plaintiff and the Class have no adequate remedy at law. Only by this Court’s exercise of its equitable powers can plaintiff be fully protected from the immediate and irreparable injury inflicted by defendants’ actions.

COUNT II

On Behalf of Cox Against the Individual
Defendants for Corporate Waste

     79. Plaintiff realleges each prior allegation as though fully set forth herein.

     80. As explained above, the Individual Defendants’ conduct in authorizing the sale of Cox’s assets constituted a waste of corporate assets.

     81. As a result of the Individual Defendants’ waste of Cox’s corporate assets, Cox and its shareholders have sustained and will continue to sustain irreparable harm and have no adequate remedy at law.

COUNT III

On Behalf of Cox Against the

Individual Defendants for Abuse of Control

     82. Plaintiff realleges each prior allegation as though fully set forth herein.

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     83. In direct contradiction of their fiduciary duties, the Individual Defendants have utilized their control over Cox to divert Cox’s valuable assets to Enterprises and/or derive special payoffs for themselves.

     84. In direct contradiction of their fiduciary duties, the Individual Defendants have utilized, and will continue to utilize, their power and control over Cox to delay the annual shareholder meeting. By holding the annual meeting, the Individual Defendants risk losing such power and control.

     85. Defendants’ conduct constituted and continues to constitute an abuse of their ability to control and influence Cox, conduct for which all defendants are legally responsible.

     86. By reason of the foregoing, Cox has been damaged and has sustained, and will continue to sustain, irreparable injury for which it has no adequate remedy at law.

COUNT IV

On Behalf of Cox Against the Individual Defendants
for Breach of Fiduciary Duty

     87. Plaintiff realleges each prior allegation as though fully set forth herein.

     88. The Individual Defendants engaged in the aforesaid conduct without exercising the reasonable and ordinary care which directors and officers, as fiduciaries, owe to a corporation and its shareholders, and have thereby knowingly or recklessly breached and/or aided and abetted breaches of fiduciary duties to the corporation and/or its shareholders.

     89. As a result of the Individual Defendants’ breach of fiduciary duty, Cox and its shareholders have sustained and will continue to sustain irreparable harm and have no adequate remedy at law.

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COUNTY

On Behalf of Cox Against the
Defendants for Unjust Enrichment

     90. Plaintiff realleges each prior allegation as though fully set forth herein.

     91. As a result of the tortious conduct described above, the Individual Defendants, and/or Enterprises have been or will be unjustly enriched at the expense of Cox and its shareholders.

     92. Defendants should be required to disgorge the gain they will unjustly obtain at the expense of Cox and its shareholders and a constructive trust for the benefit of Cox and its shareholders should be imposed thereon.

PRAYER FOR RELIEF

     WHEREFORE, plaintiff, on behalf of herself and the Class and derivatively, on behalf of Cox, demands judgment and preliminary and permanent relief, including injunctive relief against defendants as follows:

     (1) Declaring that defendants have breached their fiduciary and other duties to plaintiff and the other public shareholders of Cox;

     (2) Declaring that, as to Count I, this action is properly maintained as a class action.

     (3) Enjoining defendants from proceeding with the Going Private Transaction with Enterprises to the extent it includes protections or payoffs to defendants;

     (4) Enjoining defendants from consummating the proposed acquisition with Enterprises unless and until the Individual Defendants adopt and implement a procedure or process, such as an auction, to obtain the highest possible price for the Company;

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     (5) Directing all defendants to account for all damages, including punitive damages, caused by them and all profits and special benefits and unjust enrichment they have obtained as a result of their unlawful conduct and imposing a constructive trust thereon;

     (6) Awarding costs and disbursements of this action, including reasonable attorneys’, accountants’ and experts’ fees; and

     (7) Awarding such other and further relief as this Court may deem just and proper, including any extraordinary equitable and/or injunctive relief as permitted by law or equity to attach.

JURY DEMAND

     Plaintiff demands a trial by jury.

DATED: April 8, 2009

HOLZER HOLZER & FISTEL, LLC

/s/ COREY D. HOLZER               

COREY D. HOLZER

cholzer@holerlaw.com

Georgia Bar Number: 364698

MICHAEL I. FISTEL, JR.
mfistel@holzerlaw. com

Georgia Bar Number: 262062

WILLIAM W. STONE
wstone@holzerlaw. com

Georgia Bar Number: 273907
200 Ashford Center

North, Suite 300
Atlanta, GA 30338

Tel: 770 392-0090 Fax: 770 392-0029

FARUQI & FARUQI, LLP

NADEEM FARUQI

EMILY C. KOMLOSSY

SHANE T. ROWLEY

BETH A. KELLER

369 Lexington Avenue, 10^th Floor

New York, NY 10017

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Tel: 212 983-9330

Fax: 212 983-9331

Attorneys for Plaintiff

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VERIFICATION

State of New York	)
	) ss:
County of Nassau	)

     I, Ruthellen Miller, hereby verify as follows:

     I am the plaintiff in the within class and derivative action on behalf of the nominal defendant Cox Radio, Inc. (“Cox”). I am currently a shareholder of Cox and was a shareholder at the time of the misconduct complained of in the Verified Amended Shareholder’s Derivative and Class Action Complaint for Breach of Fiduciary Duty, Waste of Corporate Assets and Abuse of Control (“Complaint”). The action is not a collusive one to confer jurisdiction on a court of the State of Georgia which it would not otherwise have. I have reviewed the allegations made in the Complaint, and as to those allegations of which I have personal knowledge, I believe them to be true. As to those allegations as to which I do not have personal knowledge, I rely on my counsel and their investigation and believe them to be true. Having received and reviewed a copy of this Complaint, and having reviewed it with my counsel, I hereby authorize its filing.

/s/ Ruthellen Miller
Ruthellen Miller

Date: April 7, 2009

Certificate of Service

     I hereby certify that on this 8th day of April, 2009, I deposited true and exact copies of the forgoing VERIFIED AMENDED SHAREHOLDER’S DERIVATIVE AND CLASS ACTION COMPLAINT FOR BREACH OF FIDUCIARY DUTY, WASTE OF CORPORATE ASSETS AND ABUSE OF CONTROL into the United States Mail, with adequate postage thereon, and addressed as follows:

Arthur D. Brannan, Esq. E.
Job Seese, Esq.
DLA Piper LLP
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309-3450

Peter C. Canfield, Esq.
Peter D. Coffman, Esq.
Jared C. Miller, Esq.
Dow Lohnes PLLC
Six Concourse Parkway
Suite 1800
Atlanta, Georgia 30328

Nadeem Faruqi
Emily C. Komlossy
Shane T. Rowley
Beth A. Keller
FARUQI & FARUQI, LLP
369 Lexington Avenue, 10^th
Floor
New York, NY 10017
Tel: 212 983-9330
Fax: 212 983-9331

HOLZER, HOLZER & FlSTEL, LLC 

/s/ Corey D. Holzer  

Corey D. Holzer 

Georgia Bar No. 364698

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EX-99.(A)(5)(F)

Exhibit (a)(5)(F)  

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF GEORGIA

DONALD DIXON, individually and on
behalf of all others similarly situated,

Plaintiff,

vs.

JAMES C. KENNEDY, ROBERT F.
NEIL, MARC W. MORGAN,
NICHOLAS D. TRIGONY, G.
DENNIS BERRY, JUANITA P.
BARANCO, JIMMY W. HAYES,
NICK W. EVANS, JR., COX RADIO
INC., COX MEDIA GROUP, INC.
AND COX ENTERPRISES, INC.

Defendants.

 
 
 
CLASS ACTION
 
 
JURY TRIAL DEMANDED
 
 
CIVIL ACTION NO.
1:09-CV-0938 JEC

AMENDED CLASS ACTION COMPLAINT FOR
VIOLATIONS OF FEDERAL SECURITIES LAWS

     Plaintiff Donald Dixon, by his attorneys, alleges upon information and belief (said information and belief being based, in part, upon the investigation conducted by and through undersigned counsel, including a review of filings with the Securities and Exchange Commission (“SEC”), press releases, and other public information), except with respect to Plaintiff’s ownership of Cox Radio Inc. (“Cox Radio” or the “Company”) common stock and their suitability to serve as a class representative, which is alleged upon personal knowledge, as follows:

NATURE OF THE ACTION

     1. Plaintiff brings this action individually and as a class action on behalf of all persons, other than defendants, who own the common stock of Cox Radio and who are similarly situated (the “Class”), for violations of the federal securities laws and for defendants’ breach of their fiduciary duties. Plaintiff seeks compensatory damages and injunctive relief arising from the Tender Offer described below. Alternatively, in the event that the Tender Offer is consummated, Plaintiff seeks to recover damages caused by Defendants’ violations of the Securities Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. § 78a et seq., and for the breach of fiduciary duties owed by the Director Defendants (as defined below). The Tender Offer and the acts of the Director Defendants, as more particularly alleged herein, constitute a breach of defendants’ fiduciary duties to Plaintiff and the Class and a violation of applicable legal standards governing the defendants herein.

     2. On March 23, 2009, Cox Enterprises, Inc., the Company’s majority

1

stockholder, through its unit Cox Media Group, Inc. (“Cox Media”) (collectively, “Cox Enterprises”), announced that it would commence a cash tender offer for all of the outstanding publicly held minority interest in Cox Radio for $3.80 per share in cash, or a total payment of approximately $69.1 million, including fees and expenses (the “Tender Offer”). The Tender Offer made by Cox Enterprises is scheduled to expire on April 17, 2009. Cox Enterprises currently owns an approximate 78% equity interest in Cox Radio and has approximately a 97% voting interest. If upon expiration of the Tender Offer, Cox Enterprises owns 90% of Cox Radio’s equity, Cox Enterprises intends to acquire the remaining publicly held shares of the Company through a short form merger.

     3. The Tender Offer is the culmination of a series of transactions pursuant to which Cox Enterprises has used its control and domination over its affiliate Cox Radio to eliminate all of the Company’s public shareholders and to acquire the stock of Plaintiff and the Class at a price that is grossly inadequate and unfair. Unable, or unwilling, to pay with its own funds a fair price to purchase Cox radio shares owned by public shareholders, Cox Enterprises utilized its control of Cox radio to cause the Company to commence a series of three continuous stock repurchase programs (the “Share Repurchase Programs”) the purpose of which was to eliminate public shareholders. By Cox Enterprises’ own admission, the Company’s repurchase activities continued until, at a minimum, as recently as February 10, 2009.

     4. Pursuant to the Share Repurchase Programs, Cox Radio purchased approximately 22 million shares of common stock at an aggregate purchase price of approximately $265 million. The shares purchased pursuant to the Share Repurchase Plans

2

represented more than 50% of the outstanding public float and, more significantly, almost 75% of the shares needed by Cox Enterprises to effect a short form merger.

     5. As the price of Cox Radio appeared to bottom out in February 2009, Cox Enterprises determined that the time was appropriate to step forward and complete the freeze-out of the Company’s minority shareholders. With Cox Radio’s stock price still above $5.00 per share, Cox Enterprises, according to its own Tender Offer statement (Form SC TO-T), filed with the SEC on March 23, 2009 (the “Tender Offer Statement”), Form 14D-1 caused the Company to cease its repurchasing activities, although there remained approximately $38 million in the Company treasury allotted to repurchase its shares. Thereafter, Cox Enterprises waited for the stock to drop further until, on the very day that Cox Radio hit its all-time low, Cox Enterprises alerted its outside advisors that it wished to commence the Tender Offer to purchase sufficient shares to complete a short form merger. In doing so, Cox Enterprise sought to evade protections provided by Delaware law that seek to ensure that any transaction with Plaintiff and the Class would be entirely fair both as to substance and as to price.

     6. Cox Enterprises has misused its control of the Company in order to acquire the remaining Cox Radio publicly held shares on unfair terms and without regard to the best interests of the Company’s public shareholders or the intrinsic value of Cox Radio’s stock. Indeed, having drained the Company of $265 million in cash by virtue of the Share Repurchase Programs, the Director Defendants have used the Company’s reduced cash position and increased leverage as a reason in favor of accepting the Tender Offer.

     7. The consideration to be paid to the class members, namely $3.80 per share, is

3

unconscionable, unfair and grossly inadequate consideration because, among other things, the intrinsic value of the stock of Cox Radio is materially in excess of that price, which was not the result of arm’s length negotiations but was fixed arbitrarily by Cox Enterprises to “cap” the market price of Cox Radio stock at a rock bottom price, as part of a plan for defendants to obtain complete ownership of Cox Radio assets and business at the lowest possible price. The price is so low that Cox Enterprises can successfully complete the Tender Offer utilizing the cash Cox Radio still has on hand that was authorized for its suspended Share Repurchase Programs.

     8. The Tender Offer leaves the public stockholders faced with an unfairly coercive Tender Offer and without a fully informed voluntary choice whether to sell the Company or seek appraisal. If the Tender Offer closes with less than 90% owned by Cox Media, the Company’s shareholders run the risk of not having a free market to sell their shares.

     9. Moreover, the Tender Offer violates Section 14(d) and (e) of the Securities Exchange Act of 1934 with respect both to its structure and with respect to Defendants’ failure to disclose all material facts to Plaintiff and the Class.

     10. With respect to its structure, the Tender Offer is merely a continuation of a unitary series of purchases, by Cox Enterprises, using Company resources, the result of which has been the acquisition of 75% of the shares needed to effect a short form merger. Just in the weeks prior to the announcement of the Tender Offer, Cox Enterprises caused the Company to purchase 993,229 shares of common stock at prices ranging from $5.00 to $6.00. In the three quarters prior to the announcement of the Tender Offer, Cox Enterprises caused Cox Radio to purchase over 6 million shares, at an average price in excess of $10 per

4

share. These purchases, although part of Cox Enterprises’ concerted effort to acquire all of the Company’s shares held by public shareholders, were not made pursuant to a tender offer statement and at prices different from the Tender Offer price, in violation of Sections 14(d) and (e) and the rules promulgated thereunder.

     11. With respect to disclosure, the Company’s Board of Directors caused to be filed with the SEC on April 3, 2009, a Recommendation Statement, Form 14D-9 (“14D-9”) which misstates certain material facts and altogether omits others. For example, the 14D-9, inter alia, fails to provide shareholders with material information critical to an understanding of the financial analyses performed by the Company’s financial advisor. This information is critical to shareholders, because such analyses appear to have been based upon forecasts and projections that were recently “revised,” and which contradict more optimistic statements made by the Company as recently as one month ago. Consequently, the Company’s public shareholders are being asked to make a decision on whether to tender their shares or seek appraisal without adequate information (and in a highly condensed time frame).

     12. The Tender Offer serves no legitimate business purpose of Cox Radio but rather is an attempt by defendants to enable Cox Enterprises to benefit unfairly from the transaction at the expense of Cox Radio’s public shareholders. The proposed plan will, for a grossly inadequate consideration, deny plaintiff and the other members of the class their right to share proportionately in the future success of Cox Radio and its valuable assets, while permitting Cox Enterprises to reap huge benefits from the transaction.

     13. By reason of the foregoing acts, practices and course of conduct, Cox

5

Enterprises has breached and will breach its duty as controlling stockholder of Cox Radio by engaging in improper overreaching in attempting to carry out the Tender Offer. The Director Defendants have violated their fiduciary duties to Cox Radio and the remaining stockholders of Cox Radio. Plaintiff seeks to enjoin Defendants from consummating the Proposed Transaction or, in the event the Proposed Transaction is consummated, recover damages resulting from Defendants’ violations of their fiduciary duties of loyalty, good faith, due care, and full and fair disclosure. Plaintiff and the class have suffered and will suffer irreparable injury unless defendants are enjoined from breaching their fiduciary duties and from carrying out the aforesaid plan and scheme.

JURISDICTION AND VENUE

     14. Court has jurisdiction over the subject matter of this action pursuant to Section 27 of the Exchange Act, 15 U.S.C. §78aa, and 28 U.S.C. §§1331 and 1337. In addition, this court has supplemental jurisdiction under 28 U.S.C. §1367(a). This action is not a collusive action designed to confer jurisdiction on a court of the United States that it would not otherwise have.

     15. Venue is proper in this District pursuant to 28 U.S.C. §1391(b) because Defendant Cox Radio is headquartered in this District and a substantial portion of the transaction and occurrences complained of herein, including the Defendant’s primary participation in the wrongful acts detailed herein, occurred in this District. In addition, one or more of the defendants either resides in or maintains executive offices in this District.

PARTIES

     16. Plaintiff has and continues to hold 1000 shares of Cox Radio, Inc. stock, CL-A, since prior to the transaction herein complained of and continuously to date as set forth in the

6

accompanying certification.

     17. Defendant Cox Radio is a corporation duly organized and existing under the laws of the State of Delaware with its principal offices located at 6205 Peachtree Dunwoody Road, Atlanta, GA 30328. Cox Radio, a radio broadcasting company, engages in the acquisition, development, and operation of radio stations in the United States. The Company owns, operates, and provides sales and other services for 86 radio stations (71 frequency modulation (FM) and 15 amplitude modulation (AM)) clustered in 19 markets. Cox Radio operates three or more stations in 16 of its 19 markets, and offers a range of programming formats in geographically diverse markets across the United States. As of March 31, 2009, there were 20,756,528 shares of Cox Radio common stock issued and outstanding. Cox Media, a wholly owned subsidiary of Cox Enterprises, owns 3,591,954 shares, or 17.3%, of Cox Radio’s outstanding Class A common stock and all 58,733,016 shares of Cox Radio’s outstanding Class B common stock, which together represent approximately 78.4% of the outstanding shares of Cox Radio’s common stock and 97.2% of the voting power of the common stock. As such, Cox Media is the Company’s majority, controlling shareholder, and it needs to acquire 8,888,750 shares to reach the 90% threshold in order to consummate a short-form merger.

     18. Defendant James C. Kennedy (“Kennedy”) has served as a director of Cox Radio since July 1996, and became Chairman of the Board of Directors in January 2002. Director Kennedy has served as Chairman of the Board of Directors and Chief Executive Officer (the “CEO”) of the Company since January 1988, and prior to that time was the Company’s President and Chief Operating Officer (the “COO”). Defendant Kennedy joined

7

Cox Enterprises in 1972, and initially worked with Cox Enterprises’ Atlanta Newspapers. Defendant Kennedy also serves as a director of Flagler Systems, Inc.

     19. Defendant Robert F. Neil (“Neil”) has served as a director and as President and CEO of Cox Radio since July 1996, and was Executive Vice President — Radio of Cox Broadcasting from June 1992 to 1996. Previously, he was Vice President and General Manager of WSB-AM/FM (Atlanta, Georgia). Defendant Neil joined Cox Broadcasting in November 1986. Previously, defendant Neil was Operations Manager from December 1984 to November 1986 at WYAY-FM (Gainesville, Georgia). He served at WYYY-FM and WSYR-AM (Syracuse, New York) as Operations Manager from October 1983 to December 1984 and as Program Director from March 1983 to October 1983.

     20. Defendant Marc W. Morgan (“Morgan”) has served as a director of Cox Radio since August 1999 and as Executive Vice President and COO of Cox Radio since February 2003. Prior to that, he served as Vice President and Co- Chief Operating Officer since July 1999, and as Senior Group Vice President of Cox Radio from May 1997 to June 1999. Previously, defendant Morgan was Senior Vice President of Cox Radio from July 1996 to May 1997. He also served as Vice President of Cox Radio from July 1996 to May 1997. Defendant Morgan also served as Vice President and General Manager of WSB Radio from July 1992 to November 1998, and Vice President and General Manager of WCKG-FM (Chicago, Illinois) from January 1984 to July 1992.

     21. Defendant Nicholas D. Trigony (“Trigony”) has served as a director of Cox Radio since July 1996, and was Chairman of the Board of Directors from December 1996 through December 2000. Defendant Trigony served as President of Cox Broadcasting from March 1990 until his retirement in December 2000.

8

Defendant Trigony joined Cox Broadcasting in September 1986 as Executive Vice President Cox Radio and was Executive Vice President Cox Broadcasting from April 1989 to March 1990. He is also past Chairman of the Board of the National Association of Television Program Executives and served on its Executive Committee. Defendant Trigony is a past chairman of the Television Operators Caucus and past Chairman of the National Association of Broadcasters’ Media Convergence Task Force.

     22. Defendant G. Dennis Berry (“Berry”) has served as a director of Cox Radio since January 2002. Defendant Berry has served as Vice Chairman of the Board of Directors of Cox Enterprises since December 2005. Previously, he served as President and COO of Cox Enterprises beginning in October 2000, and was President and CEO of Manheim Auctions, Inc., a subsidiary of Cox Enterprises, from 1995 through October 2000.

     23. Defendant Juanita P. Baranco (“Baranco”) has served as a director of Cox Radio since December 2003. She is Executive Vice President and COO of the Baranco Automotive Group, where she has been a principal for more than twenty years. She also serves as a member of the board of directors of The Southern Company and the board of trustees of Clark Atlanta University. She is a co-owner and executive officer of an advertiser that purchases media advertising from Cox Radio, Cox Enterprises and affiliates of Cox Enterprises.

     24. Defendant Jimmy W. Hayes (“Hayes”) has served as a director of Cox Radio since December 2005. Defendant Hayes has served as President and COO of Cox Enterprises since January 2006, and served as Executive Vice President of Cox Enterprises from July 2005 through December 2005. Previously, he served as Executive Vice President,

9

Finance and Chief Financial Officer of Cox Communications, Inc. (“Cox Communications”) from July 1999 through July 2005. Prior to that, he served in several executive and financial management positions with Cox Enterprises and Cox Communications beginning in 1980. Defendant Hayes also serves as a director of Cox Enterprises.

     25. Defendant Nick W. Evans, Jr. (“Evans”) has served as a director of Cox Radio since May 2007. Defendant Evans has served as Chairman of ECP Benefits, LLC, a provider of employee benefit solutions, since January 2003, and as a principal with Associate Media Partners since January 2001. Prior to that, he served as President and CEO of Spartan Communications, Inc. from January 1990 through December 2000. He also serves as a member of the board of directors of Bumper2Bumper Media, and the board of trustees of Augusta State University. Defendant Evans is a past chairman of the Television Operators Caucus and a past member of the board of directors of the National Association of Broadcasters.

     26. The individual defendants constitute the Board of Directors of Cox Radio (the “Director Defendants”) and, by reason of their corporate directorships and executive positions, stand in a fiduciary position relative to the Company’s public shareholders. Their fiduciary duties, at all times relevant herein, required them to exercise their best judgment, and to act in a prudent manner, and in the best interest of the Company’s minority shareholders. Said defendants owe the public shareholders of Cox Radio the highest duty of good faith, fair dealing, due care, loyalty, and full candid and adequate disclosure.

     27. Defendant Cox Enterprises, a privately-held corporation headquartered in Atlanta, Georgia, is one of the largest diversified media and wholesale automotive auction

10

companies in the United States, with consolidated revenues for the year ended December 31, 2008 of $15.4 billion. Cox Enterprises owns major operating subsidiaries such as Cox Communications (cable television distribution, telephone, high-speed Internet access, commercial telecommunications, advertising solutions and the Travel Channel); Manheim, Inc. (vehicle auctions, repair and certification services and web-based technology products); Cox Media (television stations, digital media, newspapers, advertising sales rep firms and majority-owned, publicly-traded Cox Radio, Inc.); and AutoTrader.com (online automotive classifieds and related publications). Cox Enterprises provides Cox Radio with management services, headquarters, studio and site towers. Cox Enterprises purchases from Cox Radio advertising. Defendant Cox Enterprises owns approximately 78.4% of the outstanding shares of Cox Radio’s common stock and 97.2% of the voting power of the common stock through its wholly owned subsidiary, Cox Media.

     28. At all relevant times, by virtue of its stock ownership, Cox Enterprises has exercised complete control over Cox Radio. A majority of Cox Radio directors are not independent, but are beholden to Cox Enterprises by virtue of their business and employment relationships.

     29. Defendant Cox Media, is a Delaware corporation and an indirect, wholly-owned subsidiary of Cox Enterprises.

CLASS ACTION ALLEGATIONS

     30. Plaintiff brings this action on his own behalf and as a class action, pursuant to Rule 23 of the Federal Rules of Civil Procedure, on behalf of all Class A common stockholders of the Company (except the defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any of the defendants) or their

11

successors in interest, who are or will be threatened with injury arising from defendants’ actions as more fully described herein.

     31. This action is properly maintainable as a class action.

     32. The class is so numerous that joinder of all members is impracticable. As of March 17, 2009, the Company has 20,759,670 Class A Shares outstanding.

     33. There are questions of law and fact which are common to the class including, inter alia, the following: (a) whether defendants have breached their fiduciary and other common law duties owed them to plaintiff and the members of the class; (b) whether defendants are pursuing a scheme and course of business designed to eliminate the public shareholders of Cox Radio in violation of the federal securities laws and/or the laws of the State of Delaware in order to enrich Cox Enterprises at the expense and to the detriment of the plaintiff and the other public stockholders who are members of the class; (c) whether the proposed acquisition, hereinafter described, constitutes a breach of the duty of fair dealing with respect to the plaintiff and the other members of the class; and (d) whether the class is entitled to injunctive relief or damages as a result of defendants’ wrongful conduct.

     34. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. The claims of plaintiff are typical of the claims of the other members of the class and plaintiff has the same interests as the other members of the class. Plaintiff will fairly and adequately represent of the class.

     35. The prosecution of separate actions by individual members of the class would create the risk of inconsistent or varying adjudications with respect to individual members of the class which would establish incompatible standards of conduct for defendants, or adjudications with respect to individual members of the class which would as a practical

12

matter be dispositive of the interests of the other members not parties to the adjudications or substantially impair or impede their ability to protect their interests.

     36. Defendants have acted in a manner which affects Plaintiff and all members of the class, thereby making injunctive relief and/or corresponding declaratory relief appropriate with respect to the class as a whole.

SUBSTANTIVE ALLEGATIONS

Background Facts

     37. As set forth above, Cox Enterprises is a privately-held corporation controlled by members of the Cox family and trusts that they control. Cox Enterprises prefers to operate its subsidiaries as private companies, and has previously sought to freeze out public shareholders of companies that it controls. One such company is Cox Communications, Inc. Prior to 2005, Cox Communications, like Cox Radio, was a publicly traded company, although it had originally been privately owned. In 2004, citing increasing competition and an uncertain future, Cox Enterprises determined to acquire, through a tender offer and follow-up merger, all of Cox Communication’s outstanding public shares that it did not own (the “Cox Communications Transaction”).

     38. One of the principal reasons for the Cox Communications Transaction identified by Cox Enterprises was that it would be relieved of many of the burdens and constraints imposed upon public companies. As it has done in this instance, in connection with the Cox Communications transaction, Cox Enterprises attempted to use its superior bargaining position in order to beat down the special committee formed to respond to Cox Enterprises’ offer. Thus, in connection with its offer, Cox Enterprises sought to justify its low offer by

13

supplying the special committee with a set of forecasts that revised significantly downward projections that had previously been prepared by management. These downwardly “revised” projections formed the basis for negotiations between the parties.

     39. Unlike the Special Committee in this case, in connection with the Cox Communications transaction, the Cox Communications’ independent directors negotiated a higher price for that company’s shareholders, and the merger was completed in December 2004.

     40. The following year, having completed the acquisition of Cox Communications, Cox Enterprises examined the feasibility of acquiring Cox Radio in order to operate it as a private company like Cox Communications. Like Cox Communications, Cox Radio had originally been a wholly-owned subsidiary of Cox Enterprises, until shares were spun-off in 1996. In 2005, Cox Enterprises determined not to make an outright offer to acquire Cox Radio, calculating that it would cost too much to acquire all of Cox Radio’s stock. Nevertheless, Cox Enterprises did not abandon its goal of privatizing Cox Radio.

     41. Although it was unwilling to pay its own money to acquire Cox Radio shares, Cox Enterprises determined to further its goal of privatizing Cox Radio by using the Company’s own funds to purchase the outstanding public float. On August 24, 2005, Cox Enterprises caused Cox Radio to announce that its board of directors had authorized a repurchase program for the purchase of up to $100.0 million of Cox Radio’s Class A common stock. Although Cox Enterprises, as set forth in its Tender Offer Statement, had determined, prior to March 2009, that Cox Radio’s “stock price made the projected cost to acquire all or a significant block of shares unattractive,” it nevertheless utilized its control of Cox Radio to compel the Company to acquire the shares that Cox Enterprises was unwilling to acquire.

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At the very time that Cox Enterprises thought that significant purchases of Cox radio shares was “unattractive,” Defendant Neil was informing investors: “This share repurchase program provides us with . . . an attractive vehicle for enhancing shareholder value.”

     42. Over the next three years, Cox Enterprises utilized its control over Cox Radio to cause the Company to purchase more than half of the shares owned by public shareholders at prices that far exceed the Tender Offer price. During the first two years, ending on September 30, 2007, the Company purchased 8.1 million shares, for an aggregate purchase price of $113.2 million, or $13.97 per share.

     43. The following year, the Company’s rate of purchases accelerated 300%. Over the next one year period, ending on September 30, 2008, Cox Radio purchased 12.5 million shares for an aggregate purchase price of $143.3 million, at an average price of $11.46 per share.

     44. In the fourth quarter of 2008, the Company bought further shares, acquiring 776,157 shares for an aggregate purchase price of $4,919,224.08, or $6.38 per share. All told, as of December 31, 2008, Cox Radio had purchased 21.4 million shares under all authorized programs for an aggregate purchase price of approximately $261.4 million, at an average price of $12.22 per share. At that time, the Company retained $38.5 million authorized for further purchases of Cox Radio shares.

     45. These fourth quarter purchases were made notwithstanding the fact that the Company anticipated losses in that quarter and in the near future going forward. Despite such anticipated losses, Cox Radio publicly expressed a positive outlook on the Company’s long-term future. In a conference call in November 2008, Defendant Neil stated:

So, I can tell you that despite this recession and the difficult ad market that we’re in, we think our business is very optimistic with regard to advertisers. We believe that the value proposition of radio’s never been stronger, and given the investments that we continue to make in content in digital I think we’ll be in a much better position to drive the market share as the economy improves as it certainly will.

     46. Cox Radio continued its repurchases into 2009, acquiring an additional

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993,229 shares of common stock at prices ranging from $5.00 to $6.00, with full knowledge of Cox Radio’s fourth quarter results. According to the Tender Offer Statement, the repurchases ceased at some point after February 10, 2009, leaving approximately $33 million for additional repurchases. The purported catalyst for this was the Company’s receipt of its January operating numbers, which, according to Cox Enterprises, raised the possibility that Cox Radio might be in violation of its leverage ratio covenant with its lenders by year’s end. Having spent $265 million on stock repurchases, Cox Radio management belatedly determined that the Company should begin to conserve its cash to reduce its indebtedness. Notwithstanding the January results, management informed shareholders, in a fourth quarter conference call on March 4, 2009, that the Company’s leverage ratio, as defined in its credit agreement, was well below its leverage covenant, and that, in fact, the Company had “one of the healthiest balance sheets in the industry.”

     47. At that point, Cox Enterprises determined to effect the second step of its planned acquisition of all of Cox Radio. First, just as it had done with respect to Cox Communications, Cox Enterprises caused a set of “revised” projections to be prepared, purportedly showing a precipitous decline in Cox Radio’s long-term outlook, which it presented to the Cox Radio Board of Directors. Then it disclosed bad fourth quarter numbers, the effect of which was to drive the price of Cox Radio common stock down. Over the next month, Cox Enterprises waited, as the price of Cox common stock declined precipitously, bottoming out at $2.90 per share on March 11, 2009. That very day, according to the Tender Offer Statement, Cox Enterprises retained financial and legal advisors, and put into motion the Tender Offer.

The Tender Offer

     48. Just twelve days later, on March 23, 2009, Cox Enterprises, the Company’s majority stockholder, through its Cox Media unit, announced that it had commenced a cash Tender Offer for all of the outstanding publicly held

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minority interest in Cox Radio for $3.80 per share in cash, or a total payment of approximately $69.1 million, including fees and expenses. Cox Enterprises currently owns approximately a 78% equity interest in Cox Radio and has approximately a 97% voting interest. If upon expiration of the tender offer Cox Enterprises owns 90% of Cox Radio’s equity, the Company would become a wholly owned subsidiary of Cox Enterprises. Cox Enterprises stated that its sole interest is in acquiring the shares of Cox Radio held by the minority shareholders and it has no interest in a disposition of its controlling interest in Cox Radio.

     49. On the same day, Cox Radio issued a press release entitled “Cox Radio Comments on Cox Enterprises Tender Offer” wherein the Company stated, in relevant part:

ATLANTA, March 23, 2009 — Cox Radio, Inc. (NYSE: CXR) today confirmed that Cox Media Group, Inc., a wholly-owned subsidiary of Cox Enterprises, Inc., has commenced a cash tender offer for all of the outstanding shares of Cox Radio Class A common stock not owned by Cox Media Group for $3.80 per share.

We expect that our Board of Directors will appoint a special committee of independent directors to review and consider the tender offer and make a formal statement to Cox Radio shareholders within ten business days. Shareholders are advised to take no action at this time with respect to the tender offer pending the review of the tender offer by the special committee.

We expect that this process will have no impact on day-to-day operations. We do not intend to comment further at this time.

     50. According to the Tender Offer Statement issued by Cox Enterprises (Form SC TO-T) and filed with the SEC on March 23, 2009 (the “Tender Offer Statement”), the price of $3.80 per share represents premiums of approximately 15.2% over the closing price of Cox Radio’s Class A common stock on the New York Stock Exchange (the “NYSE”) on March 20, 2009 of $3.30 per share, and a 21.8% premium over the 10-day volume-weighted average closing price on the last trading day prior to the date Cox Enterprises announced its intention to make the Tender Offer. At the same time, it was more than a dollar less than the price the Company was paying for its shares the previous month.

     51. In their form 14D-9, Cox Radio and its directors purported to justify their

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acceptance of this unfairly low price by reference to the “current economic conditions” that were having “a significant adverse impact on the Company’s revenue, EBITDA, and operating cash flow.” Having previously informed investors of management’s belief that Cox Radio was in a strong position to weather the “recession and difficult market we are in,” Defendant Neil, together with the other directors, executed a complete about-face, informing investors of their “revised’ view that characterized the Company’s outlook as gloomy.

The Tender Offer Consideration is Grossly Inadequate

     52. Cox Enterprises’ Tender Offer is designed to capitalize on the recent drop in Cox Radio’s stock price by instituting the Proposed Transaction at a price that undervalues the Company and is fundamentally unfair to the public shareholders of Cox Radio common stock. The Proposed Transaction is patently opportunistic in that the Tender Offer was made at a time when the Company’s stock has reached an all time low.

     53. The recent historical averages for Cox Radio’s stock price show that consideration being offered by Cox Enterprise is grossly inadequate and that the intrinsic value of the Company’s stock is significantly greater than the $3.80 Tender Offer. Cox Radio’s five-year average stock price is $13.80 per share, the three-year average is $12.25 per share, the 52-week average is $8.73 per share, and the book value of the Company as of December 31, 2008 was $8.04 per share. Indeed, as recently as March 4, 2009, the closing price of Cox Radio’s Class A stock was $5.15 per share. Cox Radio shares have historically traded at higher trading price levels. The trading price of $2.90 reached on March 11, 2009 was the lowest price at which the Shares have ever traded since Radio’s initial public offering in 1996. From 1998 to September 2008, the Shares did not trade below $9.00 per share.

     54. Moreover, as evidenced by three Share Repurchase Programs of Class A common stock facilitated by Cox Radio through at least February 10, 2009, the Tender Offer price grossly undervalues the Company. As of December 31, 2008, the Company had repurchased a total of approximately 21.4 million shares under all of its repurchase programs for an

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aggregate purchase price of approximately $261.4 million, including commissions and fees, at an average price of $12.22 per share. Approximately $38.6 million remained authorized for additional repurchases as of December 31, 2008. As recently as last summer, the Company paid an average of $10.57 per share for its common stock — a premium of .178% above the current Tender Offer and as recently as the fourth quarter of 2008, the Company paid approximately $6.13 per share for its common stock—a premium of 61% above the current Tender Offer consideration, and purchased almost another million shares in 2009 at prices from $5.00 to over $6.00. Thus, the inadequate consideration offered in the Proposed Transaction is further underscored when viewed against the backdrop of the Company’s historical stock price and the values paid in Cox Radio’s stock repurchase plans.

     55. In commenting on the Tender Offer in a press release issued on March 23, 2009, defendant Hayes, President and CEO of Cox Enterprises, implicitly admitted that the very current market price of Cox Radio stock does not reflect the Company’s true value by proclaiming his confidence in the “longterm” value of Cox Radio:

...Given how these economic challenges are affecting the radio industry, we believe that private ownership offers advantages that will assist Cox Radio in attaining its business objectives and managing its capital structure. We have confidence in the long-term potential of Cox Radio and its management team. This transaction will allow us to further invest in a quality asset we know well and to best ensure Cox Radio maintains its best-in-class operations.

     56. The Tender Offer is scheduled to expire on April 17, 2009 and is conditional upon a majority of the minority shareholders (those who are not executive officers, directors, or affiliates of Cox Enterprises, Cox Media Group or Cox Radio) tendering their shares. If upon expiration of the Tender Offer, the shares owned by Cox Enterprises when combined with tendered shares are at least 90% of the outstanding Cox Radio shares, Cox Enterprises will implement a short-form merger at the same per share price paid in the Tender Offer, assuming the other conditions to the Tender Offer are met or waived. The Tender Offer is not conditioned upon any antitrust or other governmental

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approvals, consents, or clearances. There is no financing condition to the Tender Offer. Cox Enterprises intends to finance the $69 million Tender Offer with available cash and credit.

     57. On April 1, 2009, the Company announced that it had formed a special committee (the “Special Committee”) consisting of Juanita P. Baranco and Nick W. Evans, Jr. The Board determined that each member of the Special Committee is an independent director for purposes of considering the Tender Offer. The members of the Special Committee have been functioning in their capacity as the Special Committee since March 23, 2009. The Special Committee retained Gleacher Partners, LLC (“Gleacher”) as its financial advisor and DLA Piper, LLP (US) as its legal advisor. Cox Enterprises retained Citigroup Global Markets, Inc. as its financial advisor and Dow Lohnes, PLLC as their legal advisor.

     58. The Tender Offer Statement also describes the background of this hastily arranged deal. In the fall of 2008 through early 2009, Cox Enterprises sought to take advantage of the continuing weakness of the economy and reduction in advertising dollars in the industry by pursuing an advantageous deal to acquire Cox Radio.

     59. Additionally, the Tender Offer Statement further revealed that defendants Kennedy and Hayes, directors of Cox Radio, were materially involved in formulating the inadequate offer.

Following the meeting [on March 22, 2009], Kennedy, Hayes and Schwartz telephoned the Radio board members who are not executive officers or directors of Enterprises and advised them of the Offer. Enterprises then sent by e-mail a letter to the members of the Radio board of directors describing the Offer. Among other things, the letter stated Enterprises’ expectation that a special committee of independent directors of Radio would be formed to evaluate the Offer. The letter also stated that Enterprises is not interested in selling its Shares and will not consider any strategic transaction involving Radio other than the Offer.

On the morning of March 23, 2009, Enterprises announced the Offer with a press release, and Enterprises filed an amendment to its Schedule 13D. [Emphasis added]

     60. Joseph Bonner, an analyst with Argus Research Co. also commented on the Tender Offer:

They are buying for the long term, expecting that advertising will someday return.

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     61. Matt Reams, a portfolio manager at Buckhead Capital Management, LLC, stated that “the tender offer is unjustifiably too low” and “should be closer to where they’ve been buying back stock over the last three-and-a-half years.”

     62. On March 24, 2009, Gabelli & Company, Inc., in a research report prepared by analyst Barry Lucas stated that he assigns a value of $5.00 per share to Cox Radio. The Gabelli & Company report was based upon a conservative multiple of estimated 2009 results.

     63. Following the announcement, Cox Radio’s shares traded well above Cox Enterprise’s offer, reaching as high as $4.16 on March 24, 2009—a strong signal that the market values the Company higher than the tender offer. The Tender Offer fails to value adequately Cox Radio’s prospects, and represents nothing more than a keenly timed attempt to squeeze out the Company’s public shareholders. If the Tender Offer is consummated at a price which effectively offers Cox Radios’ shareholders no premium whatsoever, Cox Enterprises will be able to keep for itself future profits which rightfully belong to Cox Radio’s shareholders.

     64. Therefore, the consideration to be paid to the class members is unconscionable, unfair and grossly inadequate consideration because, among other things: (a) the intrinsic value of the stock of Cox Radio is materially in excess of $3.80 per share, giving due consideration to the possibilities of growth and profitability of Cox Radio in light of its business, earnings and earnings power, present and future; (b) the $3.80 per share price is inadequate and offers an inadequate premium to the public stockholders of Cox Radio, particularly in light of the prices paid by Cox radio in connection with its repurchase program; and (c) the $3.80 per share price is not the result of arm’s length negotiations but was fixed arbitrarily by Cox Enterprises to “cap” the market price of Cox Radio stock, as part of a plan for defendants to obtain complete ownership of Cox Radio assets and business at the lowest possible price.

     65. Furthermore, because Cox Enterprises has stated that it will not sell its majority

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ownership share to any company, and is only interested in acquiring the publicly held shares of Cox Radio not owned by Cox Enterprises, a potentially higher bid will not materialize since the success of any such bid would require the consent and cooperation of Cox Enterprises.

     66. Given Cox Enterprise’s stock ownership and control of the Company, it is able to dominate Cox Radio’s Board of Directors. Under the circumstances, none of the directors of Cox Radio can be expected to protect the interests of the Company’s public shareholders in a transaction which benefits Cox Enterprises at the expense of the shareholders.

The Tender Offer is Coercive And Fails To Disclose Material Facts

     67. As noted above, Cox Media owns more than 78% of the Company. As stated in the offering materials, in the event Cox Media fails to obtain at least 90% of the outstanding shares of Cox Radio following the consummation of the Offer (even after giving effect to the conversion of all of the shares of Cox Radio’s Class B common stock), “there can be no assurance if or when a merger will occur or the terms of a merger.” Accordingly, even assuming a majority of shareholders do tender, those shareholders who determine not to tender will be trapped in a illiquid stock with little or no value.

     68. In addition, the 14D-9 the Company issued fails to disclose material information to Cox Radio stockholders sufficient for them to determine whether to tender their shares or seek appraisal. Thus, the 14D-9 fails to disclose:

          a. how and why the Board allowed itself to be pressured by Cox Enterprise’s insistence that any price had to fall within a premium that Cox Enterprises set, which was entirely ruled by the volatile market;

          b. management projections through 2013 (if any), either in full or in summary form, that were relied upon by Gleacher in performing its financial analyses, and in particular, the Discounted Cash Flow Analysis, the most critical valuation for an established, revenue-generating company such as Cox Radio;

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          c. the valuation multiples actually applied by Gleacher in its Selected Public Company Analysis;

          d. the valuation multiples actually applied by Gleacher in its Minority Interest Premiums Paid Analysis;

          e. the multiples observed for each company in the Selected Companies Analysis and for each transaction in the Selected Transactions Analysis performed by Gleacher;

          f. the multiples observed for each transaction used in the Selected Precedent Transactions Analysis performed by Gleacher;

          g. the criteria utilized by Gleacher in selecting its discount rate range of 9% to 12% in the Discounted Cash Flow Analysis;

          h. the criteria utilized by Gleacher in selecting its terminal growth rate ranging from 1% to 3% to the Company’s unlevered free cash flow during the final year of the five-year period ending 2013;

          i.  any relationship Gleacher may have (or had) with any of the defendants other than its receipt of $1,250,000 payable upon filing of the Recommendation Statement;

          j.  any other parties that might be interested in a potential acquisition of Cox Radio;

          k. whether Gleacher has a financial interest in either Cox Radio or Cox Enterprises and/or their securities;

          l. the valuation of Cox Radio on a liquidation basis; and

          m. whether directors and senior officers of Cox Radio will be employed by Cox Enterprises once the Proposed Transaction is consummated.

     69. Therefore, the 14D-9 simply fails to supply shareholders with the information they need in order to make an educated decision on whether or not to tender their shares.

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Shareholders lack sufficient information to determine which of the Company’s conflicting outlooks is true: the one in which the Company is in a “strong position” to weather the current economic downturn and its balance sheet is one of the “healthiest” in the industry, or the revised one in which that very same downturn has placed the Company in dire straights and threatened it with violations of its loan covenants. Shareholders are entitled to all relevant information which would allow them to decide how much — if any — weight to place on Gleacher’s - and by extension the Special Committee’s — opinion when voting on whether or not to tender their shares. Both the underlying data relied upon and the key assumptions employed by Gleacher are essential to shareholder’s scrutiny of the adequacy of consideration, particularly since they are in direct conflict with assumptions and data that the Company previously employed a short time earlier. The withholding of such information renders the fairness opinion misleading, and the Recommendation Statement it is included in, false in violation of federal law and the fiduciary duties of the Cox Radio Board that commissioned the opinion.

The Defendants Have Breached Their Fiduciary Duties

     70. By the acts, transactions, and courses of conduct alleged herein, defendants, individually and as part of a common plan and scheme and/or aiding and abetting one another in total disregard of their fiduciary duties, are attempting to deprive Plaintiff and the Class of the true value of their investment in the Company.

     71. Defendants have wrongfully utilized their control of Cox Radio to facilitate the acquisition, by Cox Enterprises, of all of the common shares of Cox Radio owned by Plaintiff and the Class. The Share Repurchase Program was the necessary first step of a two-step, unitary process by which Cox Enterprises seeks to eliminate all public shareholders by means of a transaction that seeks to evade all procedural safeguards provided by Delaware law. Cox Enterprises seeks to complete a transaction, utilizing Company funds and the Company apparatus, which Cox Enterprises was either unable or unwilling to do with its own funds.

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Further, the immense disparity between the prices paid pursuant to the Share Repurchase Programs and the Tender Offer Price evidences the fact that either Cox Enterprises is currently underpaying for Company stock, that it previously overpaid for such stock, thus diluting shareholders and injuring them directly, or both. Irrespective of any obligations owed by Cox Enterprises in its capacity as an offeror, Cox Enterprises, together with the other defendants, breached its duties of good faith, loyalty, and fair dealing by its misuse of Company resources for its own benefit.

     72. The Tender Offer is wrongful, unfair, and harmful to Cox Radio’s public stockholders, the Class members, and represents an attempt by defendants to aggrandize the personal and financial positions and interests of board members at the expense of and to the detriment of the stockholders of the Company. The Tender Offer will deny Plaintiff and other Class members their rights to share appropriately in the true value of the Company’s assets and future growth in profits and earnings, while usurping the same for the benefit of Cox Enterprises at an unfair and inadequate price.

     73. The transaction proposed by Cox Enterprises, namely an all shares tender offer to be followed by a cash-out merger, constitutes a final-stage transaction for all shareholders. Consequently, in such situations, directors are obliged to make an informed and deliberate judgment, in good faith, about whether the transaction proposed by the majority shareholder will result in a maximization of value for the minority shareholders. At a minimum, directors have the duty to act on an informed basis to independently ascertain how the merger consideration being offered compares to the Company’s value as a going concern.

     74. In light of the foregoing, the Director Defendants have breached their

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fiduciary duties and have not fully informed themselves about whether greater value can be achieved.

     75. The Director Defendants’ fiduciary obligations under these circumstances require them to:

a.	undertake an appropriate evaluation of Cox Radio’s worth as a merger candidate or in liquidation;
b.	act independently so that the interests of Cox Radio’s public shareholders will be protected and enhanced;
c.	undertake a valuation of the liquid value of Cox Radio’s assets, were they to be disposed of piecemeal in a liquidation auction; and
d.	disclose fully and completely all material information during consideration of the Tender Offer.

     76. The terms of the Tender Offer as now proposed are unfair to the Class, and the unfairness is compounded by the disparity between the knowledge and information possessed by the Director Defendants by virtue of their positions of control of Cox Radio and that possessed by Cox Radio’s public shareholders.

     77. The Director Defendants’ failure to reject immediately the facially inadequate Tender Offer evinces their disregard for ensuring that shareholders receive adequate value for their stock. By failing to reject the Tender Offer outright defendants are artificially depressing the value of Cox Radio stock, thereby depriving Plaintiff and the Class of the right to receive the maximum value for their shares.

     78. The Director Defendants owe fundamental fiduciary obligations to Cox Radio’s stockholders to take all necessary and appropriate steps to achieve the best value under the circumstances for their shares. The Director Defendants have the responsibility to act independently so that the interests of the Company’s public stockholders will be protected and to consider properly all bona fide offers for the Company and to immediately reject offers that are clearly not in the interest of shareholders, but instead, have been designed to benefit

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the Company’s majority shareholder. Further, the directors of Cox Radio must adequately ensure that no conflict of interest exists between the Director Defendants’ own interests and their fiduciary obligations to maximize stockholder value or, if such conflicts exist, to ensure that all such conflicts will be resolved in the best interests of the Company’s stockholders.

     79. Because the Director Defendants dominate and control the business and corporate affairs of Cox Radio and because they are in possession of private corporate information concerning Cox Radio’s assets, businesses and future prospects, there exists an imbalance and disparity of knowledge of economic power between defendants and the public stockholders of Cox Radio. This discrepancy makes it grossly and inherently unfair for the special committee to continue to consider the Tender Offer.

     80. By virtue of their position as controlling shareholders and their conduct herein, Defendants owe the duty of entire fairness to Cox Radio’s public shareholders in conjunction with transactions at issue in this case.

     81. The belatedly formed Special Committee of two individuals is a sham and simply is incapable of protecting the Company’s public shareholders. For example, defendant Baranco is conflicted by virtue of her co-ownership and employment as an executive officer of an advertiser that purchases media advertising from Cox Radio, Cox Enterprises and affiliates of Cox Enterprises.

     82. The Board of Cox Radio is so conflicted and beholden to Cox Enterprises and thus Cox Media that no combination of the Director Defendants can be considered “independent.” It was a foregone conclusion that the Board of Cox, or any committee thereof, would determine the consideration being offered in the Tender Offer was fair to the Company’s public shareholders. Indeed, defendant Kennedy effectively controls the Board, a majority of which is comprised of inside directors and the remainder of which have business or social ties to Kennedy. Moreover, members of the Board were and are elected by a majority vote of both Class A and Class B voting together. According to the Company’s

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public filings, Cox Enterprises has sufficient voting power to elect all of the members of the Company’s board of directors and effect transactions without the approval of the Company’s stockholders. Accordingly each Director Defendant was elected by Cox Enterprises and Kennedy. In addition, Cox Radio has many entangling relationships with Cox Enterprises, including the receipt of certain management services Cox Enterprises and the obligation to reimburse Cox Enterprises for payments made to third-party vendors for certain goods and services provided to Cox Radio under arrangements made by Cox Enterprises.

     83. The Director Defendants have breached their fiduciary and other common law duties owed to Plaintiff and other members of the Class in that they have not and are not exercising independent business judgment and have acted and are acting to the detriment of the Class.

     84. Plaintiff seeks preliminary and permanent injunctive relief and declaratory relief preventing Defendants from inequitably and unlawfully depriving Plaintiff and the Class of their rights to realize a full and fair value for their stock at a premium over-the-market price and to compel defendants to carry out their fiduciary duties to maximize shareholder value.

     85. Only through the exercise of this Court’s equitable powers can Plaintiff and the Class be fully protected from the immediate and irreparable injury which Defendants’ actions threaten to inflict.

     86. Unless enjoined by the Court, defendants will continue to breach their fiduciary duties owed to Plaintiff and the members of the Class and will not only prevent the sale of Cox Radio at a substantial premium, but will facilitate the sale at an unfair price to a pre-ordained buyer, all to the irreparable harm of Plaintiff and other members of the Class.

     87. Plaintiff and the Class have no adequate remedy at law.

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COUNT I

Class Claim Against Cox Radio and
The Director Defendants for Violation of §14(e)
of the Securities Exchange Act of 1934

     88. Plaintiff incorporates by reference and realleges each and every allegation set forth above, as though fully set forth herein.

     89. This claim is brought by Plaintiff against Defendants for violations of §14(e) of the Securities Exchange Act of 1934, 15 U.S.C. § 7n(e), and SEC rules promulgated thereunder.

     90. The Defendants named in this claim disseminated the false and misleading 14D-9 which they knew or should have known was misleading in that it contained misrepresentations and failed to disclose material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

     91. The 14D-9 was prepared and disseminated by Defendants named in this claim. It misrepresented and/or concealed certain material information concerning the nature of the process involved in the Tender Offer and the true value of the Company. In so doing, they made untrue statements of material facts and omitted to state material facts necessary to make the statements that were made not misleading in violation of §14(e) of the 1934 Act and SEC Rule 14a-9 promulgated thereunder.

     92. The Defendants named in this claim issued the 14D-9, which was materially false and misleading. The Defendants were aware of and/or had access to the true facts concerning the process involved in selling the Company and the true value of the Company. However, notwithstanding this knowledge, each of the Defendants purported to and/or approved the dissemination of the false 14D-9.

     93. Defendants permitted the Tender Offer in an effort to aggrandize their own financial position and interests at the expense of and to the detriment of Cox Radio’s minority shareholders. By relying on the false and misleading statements in the Recommendation Statement, the majority of the shareholders who are unaware of untruths, and relied thereon, were directly and proximately harmed by the Defendants’ wrongful conduct. By reason of such misconduct, the Defendants are liable pursuant to §14(e) of the 1934 Act and SEC rules promulgated thereunder.

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COUNT II

Class Claim Against all Defendants for Violation of §14(d)
of the Securities Exchange Act of 1934

     94. Plaintiff incorporates by reference and realleges each and every allegation set forth above, as though fully set forth herein.

     95. This claim is brought by Plaintiff against Defendants for violations of §14(d) of the Securities Exchange Act of 1934, 15 U.S.C. § 78n(d), and SEC rules promulgated thereunder.

     96. The shares purchased by Cox Enterprises’ controlled affiliate, Cox Radio, pursuant to its Share Repurchase Plans, were part of a unitary course of conduct, namely a creeping tender offer, the purpose and effect of which, was to eliminate the public shareholders of Cox Radio for the benefit of Cox Enterprises.

     97. There was (1) an active and widespread solicitation of public shareholders for the shares of Cox radio; (2) the solicitation was made for a substantial percentage of Cox Radio’s stock, namely 55% of the public shares outstanding, and 75% of the shares necessary to complete the short form merger; (3) the offers to purchase were made at the high end of prevailing market prices, and at prices necessarily affected by the sheer volume of repurchases, thus diluting shareholders and injuring them directly; and (4) there were public announcements of purchasing programs concerning Cox Radio stock that preceded or accompanied the rapid accumulation of large amounts of the target company’s securities. These purchases facilitated the tender Offer which immediately followed.

     98. Cox Enterprises’ creeping tender offer, effected without a tender offer statement and at prices in excess of the Tender Offer price, violated Section 14(d) and Rule 14d-10.

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COUNT III

Class Claim Against Cox Enterprises and Cox Radio for
Violation of 13(e) of the Securities Exchange Act of 1934

     99. Plaintiff repeats and realleges all previous allegations as if set forth in full herein.

     100. By reason of the foregoing, Cox Enterprises and Cox Radio are engaged in a “going private transaction.”

     101. Cox Enterprises and Cox Radio have engaged in fraudulent, deceptive and manipulative acts in connection with the “going private transaction,” and have failed to file a Schedule 13E-3 with the SEC in accordance with the SEC’s rules.

     102. Cox Enterprises and Cox Radio are obligated to file a complete and accurate Schedule 13E-3 with the SEC so that Cox Radio shareholders have a full and accurate understanding of Cox Enterprises and Cox Radio’s actions and intentions as soon as possible. In the absence of full disclosure regarding that transaction, Cox Radio’s other shareholders will be irreparably harmed. Cox Radio’s other shareholders have no adequate remedy at law.

COUNT IV

Breach of Fiduciary Duty Against All Defendants

     103. Plaintiff repeats and realleges all previous allegations as if set forth in full herein.

     104. By reason of the foregoing, the defendants have breached their fiduciary duties to Plaintiff and the Class under Delaware law or aided and abetted in the breach of those fiduciary duties. Specifically, defendants have breached their duty of care by failing to consider any alternative whatsoever for Cox Radio other than the sale to the Company’s largest shareholder, Cox Enterprises, and have failed to consider selling Cox Radio to another

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buyer or having it remain independent.

COUNT V

Claim for Aiding and Abetting Breaches of
Fiduciary Duty Against Defendant Cox Enterprises

     105. Plaintiff incorporates by reference and realleges each and every allegation contained above, as though fully set forth herein.

     106. Defendant Cox Enterprises aided and abetted the Director Defendants in breaching their fiduciary duties owed to the public shareholders of Cox Radio, including Plaintiff and the members of the Class.

     107. The Director Defendants owed to Plaintiff and the members of the Class certain fiduciary duties as fully set out herein.

     108. By committing the acts alleged herein, the Director Defendants breached their fiduciary duties owed to Plaintiff and the members of the Class.

     109. Cox Enterprises colluded in or aided and abetted the Director Defendants’ breaches of fiduciary duties, and was an active and knowing participant in the Director Defendants’ breaches of fiduciary duties owed to Plaintiff and the members of the Class.

     110. Plaintiff and the members of the Class shall be irreparably injured as a direct and proximate result of the aforementioned acts.

PRAYER FOR RELIEF

     WHEREFORE, plaintiff demands judgment against the defendants jointly and severally, as follows:

     A. declaring this action to be a class action and certifying plaintiff as a class representative;

     B. enjoining, preliminarily and permanently, Cox Enterprise’s proposal for acquisition of the Cox Radio stock owned by plaintiff and the other members of the class under the terms presently proposed;

     C. to the extent, if any, that the transaction or transactions

32

complained of are consummated prior to the entry of this Court’s final judgment, rescinding such transaction or transactions, and granting, inter alia, rescissory damages;

     D. directing that defendants pay to plaintiff and the other members of the class all damages caused to them and account for all profits and any special benefits obtained as a result of their unlawful conduct;

     E. awarding the plaintiffs the costs and disbursements of this action, including a reasonable allowance for the fees and expenses of plaintiff’s attorneys and experts; and

     F. granting plaintiff and the other members of the class such other and further relief as may be just and proper.

33

JURY TRIAL DEMANDED

     Plaintiffs hereby demand a trial by jury.

Dated: April 15, 2009	Respectfully submitted,
	CHITWOOD HARLEY HARNES LLP
OF COUNSEL:   BULL & LIFSHITZ, LLP Joshua M. Lifshitz Peter D. Bull 18 East 41st Street New York, New York 10017 (212) 213-6222	By: /s/ Martin D. Chitwood   Martin D. Chitwood, Ga. Bar No. 124950   James M. Wilson, Jr., Ga. Bar No. 768445   1230 Peachtree Street, NE   2300 Promenade II   Atlanta, Georgia 30309   Tel: (404) 873-3900   Fax: (404) 876-4476   MChitwood@chitwoodlaw.com   JWilson@chitwoodlaw.com        Attorneys for Plaintiff

34

CERTIFICATE OF DONALD DIXON

I, Doanld Dixon, certify that:

     1. I have reviewed the complaint and authorize the filing of the Complaint on my behalf by Bull & Lifshitz, LLP.

     2. I did not purchase the security that is the subject of this action at the direction of plaintiffs counsel or in order to participate in any private action arising under this title.

     3. I am willing to serve as a representative party on behalf of a class and will testify at deposition and trial, if necessary.

     4. I have and continue to own 1,000 shares of Cox Radio since as early as 2006.

     5. I have not served as or sought to serve as a representative party on behalf of a Class under this title during the last three years.

     6. I will not accept any payment for serving as a representative party, except to receive my pro rata share of any recovery or as ordered or approved by the court including the award to a representative of reasonable costs and expenses (including lost wages) directly relating to the representation of the class.

     The foregoing are, to the best of my knowledge and belief, true and correct statements.

/s/ Donald Dixon  

DONALD DIXON 

35

EX-99.(A)(5)(G)

Exhibit (a)(5)(G)

UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF
COX RADIO, INC.

     The undersigned, being all of the members of the Board of Directors of Cox Radio, Inc., a Delaware corporation (the “Corporation”), by this consent in writing, pursuant to the provisions of Section 141(f) of the Delaware General Corporation Law, do hereby waive all notice of the time, place and purposes of a meeting of the Board of Directors of the Corporation (the “Board”) and consent to the adoption of the following preambles and resolutions with the same force and effect as if they had been adopted at a duly convened meeting of the Board.

     WHEREAS, Cox Enterprises, Inc. (“CEI”) has proposed to acquire all issued and outstanding Class A common stock of the Corporation not currently held by CEI through its subsidiaries for cash pursuant to a tender offer followed by a short-form merger (the “CEI Proposal”);

     WHEREAS, CEI, directly or indirectly, beneficially owns approximately 17.3% of the outstanding shares of Class A Common Stock and 100% of the outstanding shares of Class B Common Stock of the Corporation;

     WHEREAS, CEI has communicated to the Corporation that CEI is not interested in selling its shares in the Corporation and will not consider any strategic transaction involving the Corporation other than the CEI Proposal;

     WHEREAS, James C. Kennedy, G. Dennis Berry and Jimmy W. Hayes each serves as a Director of the Corporation and also serves as an officer of CEI;

     WHEREAS, Robert F. Neil serves as the president and chief executive officer of the Corporation and Marc W. Morgan serves as the Executive Vice President and Chief Operating Officer of the Corporation;

     WHEREAS, Nicholas D. Trigony has served as an officer of the predecessor to Cox Media Group, Inc., an indirect wholly-owned subsidiary of CEI;

     WHEREAS, the Board has unanimously determined that Juanita P. Baranco and Nick W. Evans, Jr. are not affiliated or associated with CEI; and

     WHEREAS, in light of potential conflicts of interest, the Board deems it advisable and in the best interests of the Company and its stockholders, including the Corporation’s public stockholders (i.e., stockholders other than CEI and its affiliates), to establish a special committee consisting of independent and disinterested directors of the Board who are not members of the Corporation’s management and who are not or who have not been affiliated or associated with CEI or its subsidiaries or other affiliates (other than the Corporation), to fulfill the obligations of the Board to review and evaluate the CEI Proposal under applicable Delaware and federal law, including the United States securities laws, and to take such other action with respect to the CEI Proposal as shall be authorized in the following resolutions;

     NOW, THEREFORE, BE IT, AND IT HEREBY IS, RESOLVED, that pursuant to Section 141(c)(2) of the Delaware General Corporation Law and Article V, Section 1 of the Corporation’s Amended and Restated Bylaws (the “Bylaws”), the Board hereby (i) establishes a special committee of the Board, effective as of the date hereof (the “Special Committee”), (ii) appoints Juanita P. Baranco and Nick W. Evans, Jr. to serve as the members of the Special Committee so long as the Special Committee shall exist or until such Special Committee member’s resignation, and (iii) delegates exclusively to the Special Committee the power and authority of this Board, to the fullest extent permitted by applicable law and the Bylaws, to take actions with respect to the consideration, negotiation, rejection or endorsement of the terms and conditions of the CEI Proposal, or any modification, variation, or supplement of such terms and conditions, such power and authority of the Special Committee to include without limitation: (1) the exclusive power and authority on behalf of the Corporation to approve the forms of all requisite documentation responding to or relating to the CEI Proposal, including without limitation, a Schedule 14D-9 and any amendments thereto to be filed with the Securities and Exchange Commission; (2) the exclusive power and authority to make recommendations (whether favorable, unfavorable or neutral) on behalf of the Board to the Corporation’s public stockholders (i.e., stockholders other than CEI and its affiliates) with respect to the CEI Proposal; and (3) the exclusive power and authority to review, analyze, evaluate, monitor and exercise general oversight of all proceedings and activities of the Corporation related to the CEI Proposal;

     RESOLVED, FURTHER, that, in light of the fact that CEI has communicated to the Corporation that CEI is not interested in selling its shares in the Corporation and will not consider any strategic transaction involving the Corporation other than the CEI Proposal, the Special Committee shall not be empowered or authorized to initiate, solicit or accept alternative proposals from third parties (i.e., parties other than CEI and its affiliates) with respect to the acquisition of any of the assets or of the capital stock of the Corporation;

     RESOLVED, FURTHER, that the Special Committee is hereby authorized and empowered to retain at the Corporation’s reasonable expense such independent financial and legal advisors, as well as such other consultants, agents or experts, it determines are necessary or appropriate to assist and advise it in performing its responsibilities and duties as delegated by the Board, and to request that such advisors, consultants, agents and experts perform such services and render such opinions as may be necessary or appropriate for the Special Committee to discharge its duties as delegated by the Board of Directors;

     RESOLVED, FURTHER, that any member of the Special Committee is hereby authorized and empowered, following authorization by the Special Committee, to enter into, execute and deliver such contracts providing for the retention, compensation, reimbursement of expenses and indemnification of such legal counsel, financial advisors, consultants, agents and experts as the Special Committee may deem necessary or appropriate, and that the Corporation is hereby authorized and directed to pay all reasonable fees, expenses and disbursements of such legal counsel, financial advisors, consultants, agents and experts on presentation of statements approved by the Special Committee, and that the Corporation shall pay all reasonable fees, expenses and disbursements of such legal counsel, financial advisors, consultants, agents and experts and shall honor all other obligations of the Corporation under such contracts;

2

     RESOLVED, FURTHER, that the officers, employees, advisers and agents of the Corporation are hereby directed to cooperate fully with and assist the Special Committee, each member thereof, and any of their advisors, consultants, agents, experts, counsel and designees, including by attending meetings and discussions with the Special Committee, at the request of the Special Committee, and by providing to the Special Committee, each member thereof, and any of their advisors, consultants, agents, experts, counsel and designees, such business, financial and other information and materials, including, without limitation, the books, records, projections and financial statements of the Corporation, including any documents, reports or studies pertaining to the CEI Proposal, as may be useful or helpful in the discharge of the Special Committee’s duties or as may be determined by the Special Committee, or any member thereof, to be appropriate or advisable in connection with the discharge of the duties of the Special Committee and each of its members;

     RESOLVED, FURTHER, that each member of the Special Committee shall receive (i) a one-time fee of $35,000, for each such member’s services on the Special Committee, which fee is to be paid by the Corporation within five (5) business days after the date hereof, and (ii) $1,000 per meeting of the Special Committee;

     RESOLVED, FURTHER, that the Corporation shall reimburse funds to the members of the Special Committee for any and all reasonable fees, expenses or disbursements incurred by such members in connection with their service on the Special Committee;

     RESOLVED, FURTHER, that any and all lawful prior actions taken between March 23, 2009 and the date hereof by the Special Committee which would have been authorized by these resolutions if such prior actions were taken after the date hereof are severally authorized, ratified, confirmed, approved and adopted;

     RESOLVED, FURTHER, that the Corporation shall indemnify the Special Committee and each of its members to the fullest extent permitted under applicable law, the Corporation’s Amended and Restated Certificate of Incorporation (as amended by the Certificate of Amendment) and the Bylaws, with respect to any claims asserted or threatened against the Special Committee or its members arising from or relating to any such member’s role on the Special Committee, the CEI Proposal, or the discharge of the duties set forth in these resolutions, and that the Corporation shall promptly advance all reasonable fees, costs and expenses (including attorneys’ fees) incurred by the Special Committee or its members with respect to any or all such claims; and

     RESOLVED, FURTHER, that this Unanimous Written Consent may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

3

     IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent of the Board of Directors of Cox Radio, Inc. as of the 31st day of March, 2009.

/s/ James C. Kennedy  

James C. Kennedy 

/s/ G. Dennis Berry  

G. Dennis Berry 

/s/ Juanita P. Baranco  

Juanita P. Baranco 

/s/ Nick W. Evans, Jr.  

Nick W. Evans, Jr. 

/s/ Jimmy W. Hayes  

Jimmy W. Hayes 

/s/ Marc W. Morgan  

Marc W. Morgan 

/s/ Robert F. Neil  

Robert F. Neil 

/s/ Nicholas D. Trigony  

Nicholas D. Trigony 

EX-99.(A)(5)(H)

Exhibit (a)(5)(H)

UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF
COX RADIO, INC.

     The undersigned, being all of the members of the Board of Directors of Cox Radio, Inc., a Delaware corporation (the “Corporation”), by this consent in writing, pursuant to the provisions of Section 141(f) of the Delaware General Corporation Law, do hereby waive all notice of the time, place and purposes of a meeting of the Board of Directors of the Corporation (the “Board”) and consent to the adoption of the following preambles and resolutions with the same force and effect as if they had been adopted at a duly convened meeting of the Board.

     WHEREAS, on March 23, 2009, Cox Enterprises, Inc. (“CEI”), and Cox Media Group, Inc. (“CMG”), commenced a tender offer to acquire all issued and outstanding shares of Class A common stock of the Corporation not currently held by CEI or CMG (the “Tender Offer”);

     WHEREAS, in response to the Tender Offer, the Corporation established and delegated authority to a special committee consisting of independent and disinterested directors of the Board, specifically Juanita P. Baranco and Nick W. Evans, Jr. (the “Special Committee”), pursuant to that certain Unanimous Written Consent, dated as of March 31, 2009 (the “March 31 UWC”); and

     WHEREAS, the Board deems it advisable and in the best interests of the Corporation and its stockholders, including the Corporation’s public stockholders (i.e., stockholders other than CEI and its affiliates), to clarify the authority of the Special Committee.

     NOW, THEREFORE, BE IT, AND IT HEREBY IS,      RESOLVED, that the Board hereby confirms that the March 31 UWC is, and shall continue, in full force and effect;

     FURTHER RESOLVED, that the Board hereby expressly authorizes and empowers the Special Committee to negotiate with respect to, directly or through its independent advisors, with CEI and CMG and their advisors, any and all terms of the Tender Offer, including, without limitation, the per share price offered pursuant to the Tender Offer, and to communicate directly or indirectly with any other stockholder of the Corporation in connection with the Tender Offer, if the Special Committee determines that such communications are necessary or appropriate;  and

     FURTHER RESOLVED, that this Unanimous Written Consent may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent of the Board of Directors of Cox Radio, Inc. as of the 19th day of April, 2009.

/s/ James C. Kennedy

James C. Kennedy

/s/ G. Dennis Berry

G. Dennis Berry

/s/ Juanita P. Baranco

Juanita P. Baranco

/s/ Nick W. Evans, Jr.

Nick W. Evans, Jr.

/s/ Jimmy W. Hayes

Jimmy W. Hayes

/s/ Marc W. Morgan

Marc W. Morgan

/s/ Robert F. Neil

Robert F. Neil

/s/ Nicholas D. Trigony

Nicholas D. Trigony

EX-99.(C)(5)

EXHIBIT (c)(5)

Appraisal
of
Cox Enterprises, Inc.
as of
December 31, 2007

Prepared by
John Morton, Paul Ravaris
and
Associates

Cox Enterprises, Inc.
2007 Valuation

Purpose of the Appraisal

It is the purpose of this appraisal to arrive at a fair market value of (100%) the equity of Cox Enterprises, Inc. as of December 31, 2007. The appraisals of each of the consolidated and unconsolidated operating entities, various material investments, and non-operating assets held by Cox Enterprises were used to arrive at the fair market value of the common stock of Cox Enterprises, Inc. on a private market basis.

We understand that the value attributed to the common stock of Cox Enterprises will be used for the Company’s administration of the Cox Unit Appreciation Plan (UAP), sales and repurchases of common stock, and other corporate purposes.

Fair Market Value is defined as the price at which property would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy, or to sell, and both having reasonable knowledge of relevant facts. For purposes of this valuation, we have presumed that the Company’s businesses will be ongoing.

Methods and Procedures

Among factors analyzed in preparing this appraisal were: the history of the company, the economic outlook for the U.S. economy generally and for the industries in which the company has invested specifically, book value and the financial condition of the company, the company’s earnings and dividend-paying capacity, the existence of goodwill and other intangibles, whether there have been past sales of the company’s stock, and the market prices of stocks of corporations, involved in the same or similar businesses, having their stocks actively traded in a free and open market.

There are a number of different appraisal methodologies and approaches. Among the most commonly used are Past Transactions, Net Book Value, Investment, Public Market Value, Replacement Cost, Public Market Comparison, Asset Appraisal, Return on Capital, and Discounted Cash Flow.

In most operating units, the primary valuation methodology employed was a discounted cash flow (“DCP”). The results of the DCFs were then compared to public market valuations for similar companies, or recent arms length transactions where available. Based upon our analysis outlined below, our experience, and judgment, we have arrived at an opinion of Fair Market Value of Cox Enterprises, Inc for the year ending December 31, 2007.

As in previous years, the appraisal process began in early November prior to the year end. We were offered the opportunity to meet with executives of each of the Cox Enterprises’ divisions under the auspices of the Corporate Controller’s office. During each of the meetings with division executives, a recap of 2007 performance was provided, as well as forecasted year-end 2007 results, and long range forecasts. These review meetings and the division’s historic ability to accurately budget future performance provided a solid basis for employing DCF analysis as the primary valuation methodology.

The methods and procedures used in this appraisal have not changed significantly from prior year appraisals. We reviewed the audited and internally generated financial statements of Cox Enterprises,

Cox Enterprises, Inc.
2007 Valuation

Inc., each operating entity’s financial results, and selected investments for the year ending December 31, 2007; as well as forecasts for 2008 through 2012. We also compared budget to actual performance for prior years, where available. Among the factors that are taken into account in our evaluation are: revenues, earnings and cash flows (and their trends); related budgets and forecasts; pretax and after tax profit margins; invested funds; rate and pricing structures; market ranking and penetration; third party ratings, advertising and circulation volume and rate patterns; return on invested capital and equity; and growth trend.

A minority percentage of Cox Radio, Inc.’s outstanding common stock is traded on the New York Stock Exchange. Average trading prices of these shares informed our judgment to the value of radio operations as well as providing the basis for the valuing of the minority ownership.

In support appraisals we have monitored the consumption and cost of newsprint, labor relations, and other material cost factors. Where appropriate, we have also assessed the caliber and strengths of management personnel, since this factor, in our opinion, affects overall value. As in prior years, visits were made to selected operating companies and investments. Interviews were undertaken with operating staffs and executives to provide additional information on financial results and future plans that could impact the appraisals.

The company’s newspaper, broadcast, cable properties and some cable division investments have been compared, individually and/or collectively, with the values of publicly owned companies. However, it is understood that public market values generally do not reflect the value of control or total ownership. We have also examined data derived from the sale of media properties in the private merger and acquisition market.

In valuing certain Cox investments, the value negotiated with a third party or the investment amount, in our view, reflected the current fair market value, and was used as the basis for the derived value.

For investments in companies for which the common stock is publicly traded, we have utilized the average of the market closing prices for the 20 trading days up to December 31, 2007. Finally, we have utilized outside expert opinion in the case of some real estate holdings and the corporate aircraft.

Cox Broadcasting

The approach taken in valuing the properties contained within Cox Broadcasting was similar to that followed in valuing the newspapers. Particular attention was paid to the income and retail sales characteristics of each of Cox Broadcasting’s markets and the market rankings against competitors in each market Revenue from Cox’s television division in 2007 declined 4.2% from 2006’s level, reflecting largely the lack of election-year advertising, which tends to boost volume. Revenue at Cox Radio, Inc., less affected by the lack of election-year advertising, rose 1.0% from 2006’s level. Total revenue for the Broadcast Division declined 2.2%. Income before non-cash charges and UAP expense

at the television division declined 11%, with the margin declining to 342% from the previous year’s 38.4%. Income before non-cash charges (pension and LTIP) declined 1.0% at Cox Radio Inc., with the margin slipping to 37.7% from the previous year’s 38.5%.

Company Confidental

Page 5 of 30

Cox Enterprises, Inc.
2007 Valuation

Since the principal method of valuing the television and radio properties involves applying multiples of operating cash flow (income before non-cash charges, interest and tax), this approach received primary emphasis in this appraisal, and was supplemented by a discounted cash flow analysis. Attention was also given to the prices paid for broadcast properties in the private mergers and acquisitions market. Generally, the prices paid for broadcast properties are public knowledge, but the resulting multiples of cash flow are not. We relied upon our knowledge of criteria used by acquiring companies, gained in part through our private consulting work with media companies. Additionally, the stock-price performance of publicly owned broadcast companies in 2007 also was analyzed for indications of value for the Cox broadcasting properties.

Radio

Radio in 2007 continued to face sluggish advertising-revenue growth. Universal/McCann estimated that total advertising revenue for local radio in 2007 declined 6% from 2006’s level and further estimated that 2008 revenue would be fiat with 2007. Among competitors, satellite radio continues to grow rapidly, although it still has a small market share compared with regular broadcast radio, and the two major satellite radio operations have not been financially successful so far. A proposed merger of the two is undergoing antitrust scrutiny. Of more concern for traditional radio is Internet radio, which likewise is growing and already has several times more listeners than satellite radio. Major sites are operated by Yahoo, AOL, and Microsoft. Traditional radio stations are countering with their own Internet sites, but it is clear that the future will present much greater competition than radio stations have encountered in the past.

In radio, there were transactions in 2007 involving 1,676 stations with a total value of $3.2 billion. As with television stations, most of the transactions involved small markets singularly or in groups. One major transaction was part of the proposed merger and privatization of Clear Channel Communications involving radio assets in several states, including the major markets of Los Angeles, Chicago and New York, for a transaction price $16.7 billion.

The company in 1996 created a subsidiary corporation, Cox Radio, Inc., to which was transferred ownership of all the company’s radio stations. Cox Radio, Inc. made an, initial public offering on the New York Stock Exchange of 8,625,000 shares of Class A common stock on October 2, 1996. In addition, 111,973 shares of restricted Class A common stock was issued to members of management of Cox Radio, Inc. The offered and issued stock represented approximately 31% of Cox Radios total shares outstanding. During 2005, 2006, and 2007, Cox Radio has been steadily repurchasing its publicly-traded shares on the open market pursuant to share repurchase programs authorized by its Board of Directors. As of December 31, 2007, Cox Radio had repurchased 11.3 million shares for as aggregate purchase price of $153 million under these repurchase programs. As of December 31, 2007, the minority interest in Cox Radio totaled 28,143,133 split-adjusted shares. For purposes of this appraisal, the market value of the publicly traded Class A common stock was deducted as a minority interest. The value attributed to the publicly traded shares is the average of the closing prices for the 20 trading days prior to December 31, 2007.

Cox Enterprises, Inc.
2007 Valuation

Other Broadcast Properties

Syndication Company is valued through a discounted cash-flow analysis, and Iniquity’s value reflects the invested amount.

Cox Enterprises, Inc.
2007 Valuation

Table 3- Cox Broadcasting Radio Stations Valuation
(Dollars in thousands)

Atlanta — WSB-AM/WSB-FM/WALR-FM/WBTS-FM/WSRV-FM	910,100
Miami — WFLC-FM/WHQT-FM/WEDR-FM/WHDR-FM	347,600
Dayton — WHIO-AM/WHKO-FM/WHIO-FM/WZLR-FM	46,500
Louisville — WRKA-FM/WVEZ-FM/WSFR-FM/WPTI-FM	37,200
Orlando — WDBO-AM/WWKA-FM/WCFB-FM/WHTQ-FM/WMMO- FM/WPYO-FM	360,300
Tampa — WWRM-FM/WXGL-1FM/WSUN-FM/WHPT-FM/WDUV-FM/WPOI- FM	246,900
Tulsa — KRMG-AM/KWEN-FM/KJSR-FM/KRAV-FM/KKCM-FM	71,400
San Antonio — KSMG-FM/KISS-FM/KCYY-FM/KKYX-AM/KPWT- FM/KONO-FM/AM	121,900
Birmingham — WBHJ-FM/WBHK-FM/WAGG-AM/WZZK-FM/WNCP- FM/WPSB-AM/WBPT-FM	68,200
Long Island — WBLI-FM/WBAB-FM/WHFM-FM	119,700
Bridgeport — WEZN-FM	55,800
New Haven — WPLR-FM/WYBC-FM (JSA)	62,900
Stamford — Norwalk — WFOX-FM/WCTZ-FM/WNLK-AM/WSTC-AM	20,700
Jacksonville — WAPE-FM/WFYV-FM/WJGL-FM/WMXQ-FM/WOKV- AM/WOKV-FM (acquired in ‘06 for $7.7M)	119,500
Honolulu — KRTR-FM/KPHW-FM/KINE-FM/KCCN-FM/KRTR-AM/KKNE- AM	28,400
Houston — KLDE-FM/KTHT-FM/KKBQ-FM/KHPT-FM	237,100
Richmond — WKHK-FM/WKLR-FM/WMXB-FM/WDYL-FM	77,200
Greenville/Spartanburg — WJMZ-FM/WHZT-FM	43,000
CXRi unallocated operating costs	(50,500	)
Subtotal Cox Radio Stations	2,923,900
Radio Unallocated Overhead	(174,400	)
Pension expense	—
Total Cox Radio Operations	2,749,500
Other Cox Radio Properties
Syndication company	5,800
Ibiquity	2,500

Cox Enterprises, Inc.
2007 Valuation

Other Cox Radio Properties	8,300
Cox Radio Adjustments
Less: Radio Debt	(336,600	)
Less: Minority Interest (28,143,133 @ $11.78)	(331,500	)
Total Cox Radio Value	2,089,700

EX-99.(C)(6)

EXHIBIT (c)(6)

COX ENTERPRISES, INC.

VALUATION SERVICES IN RELATION TO
THE VALUATION OF CERTAIN
SUBJECT PROPERTIES

AS OF DECEMBER 31, 2007

1.0 INTRODUCTION

This report present our results pertaining to valuation services (the “Services”) rendered by Duff & Phelps, LLC (“Duff & Phelps”), in relation to Cox Enterprises, Inc.’s (“CEI” or the “Company”) annual appraisal of certain businesses and assets (the “Subject Properties”) as of December 31, 2007 (the “Valuation Date”).

We understand CEI maintains a Unit Appreciation Plan (the “UAP”), which provides for payment of benefits in the form of cash and stock to certain executives and key employees. To calculate UAP benefits each year, CEI Management (“Management”) requires an estimate of the Fair Market Value of CEI’s common stock. Management engages multiple appraisal firms to estimate the Fair Market Value of the Subject Properties, which make up the significant majority of CEI’s value. Using the results of those appraisals, CEI makes certain additional calculations to derive the Fair Market Value of a share of CEI stock. (These other calculations are the responsibility of Management, but are included herein for completeness.)

SCOPE OF SERVICES

The scope of our work relates to estimating the Fair Market Value of the Subject Properties as of the Valuation Date for the purpose of assisting CEI with the administration of the UAP. Fair Market Value is defined as the price at which property would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell, and both having reasonable knowledge of relevant facts (Estate Tax Regs., Sec. 20.2031-1(b); Rev. Rul. 59-60, 1959-1 C.B. 237). In estimating Fair Market Value, we assume the existing businesses of the Subject Properties to be ongoing (as appropriate).

Our valuation conclusions are presented on marketable, controlling basis. Any required adjustments to account for lack of marketability or control are the responsibility of CEI. Additionally, other adjustments to our conclusions that may be necessary to ensure conformity with other appraisals or the specific requirements of the UAP are also the responsibility of CEI.

LIMITATIONS OF SCOPE

In the course of our valuation analysis, we have used and relied upon financial and other information, including prospective financial information, obtained from Management and from various public, financial, and industry sources. Our conclusion is dependent on such information being complete and accurate in all material respects. We will not accept responsibility for the accuracy and completeness of such provided information.

2.0 VALUATION APPROACHES

We considered the following approaches (and variations of each approach) when estimating the Fair Market Value of the Subject Properties: the Income Approach, Market Approach, and Underlying Assets Approach.

Income Approach

The Income Approach is a valuation technique that provides an estimation of the value of a business based on the cash flows that an asset can be expected to generate in the future. The Income Approach begins with an estimation of the annual cash flows a market participant would expect the business to generate over a discrete projection period. The estimated cash flows for each of the years in the discrete projection period are then converted to present value equivalents using a rate of return appropriate for the risk of achieving the projected cash flows. The present values of the estimated cash flows are then added to the present value equivalent of the residual value of the business at the end of the discrete projection period to arrive at an estimate of value for the business.

Market Approach

The Market Approach indicates value based on a comparison of the subject company to comparable firms in similar lines of business that are publicly traded, or which are part of a public or private transaction.

The Market Comparable Method, a variation of the Market Approach, indicates the value of a business by comparing it to publicly traded companies in similar lines of business. The conditions and prospects of companies in similar lines of business depend on common factors such as overall demand for their products and services. An analysis of the market multiples of companies engaged in similar businesses yields insight into investor perceptions and, therefore, the value of the subject business.

Another variation of the Market Approach, the Market Transaction Method, indicates the Fair Market Value of a business based on exchange prices in actual transactions and on asking prices for businesses currently offered for sale. This process essentially involves the comparison and correlation of the subject business with other similar businesses. Considerations such as location, time of sale, physical characteristics, and conditions of sale are analyzed for comparable businesses, and the observed prices are adjusted to indicate a value of the subject business.

Underlying Assets Approach

The Underlying Assets Approach indicates value by adjusting the asset and liability balances on the subject company’s balance sheet to their Fair Market Value equivalents. The approach is based on the summation of the individual piecemeal Fair Market Values of the underlying assets.

Approaches Utilized

In arriving at an estimate of value for each Subject Property, we relied primarily on the Income Approach, specifically the Discounted Cash Flow Method. As possible, we also considered the Market Approach to provide directional evidence of value. We have not utilized the Market Approach to derive point estimates of value (exceptions apply for certain Subject Properties as described later in the report). We considered both the Market Comparable Method and the Market Transaction Method in our application of the Market Approach. The Underlying Assets Approach was not utilized since this approach does not effectively capture the going concern value of a business.

3.0 APPLICATION OF VALUATION APPROACHES

APPLICATION OF THE DISCOUNTED CASH FLOW METHOD

To estimate the Fair Market Value of the Subject Properties, we applied the Discounted Cash Flow Method using the following steps:

• Estimate annual cash flow (“Available Cash Flow”), for a discrete period, available to all capital holders in the business (i.e., debt and equity investors). Available Cash Flow is defined as debt-free (i.e., before interest expense), after-tax operating income adjusted for non-cash expenses (e.g., “Tax Depreciation” and “Tax Amortization” or “Tax D&A”) and investments in new capital assets (i.e., “Capital Expenditures” and “Working Capital Investment/Divestment”);

• Estimate the normalized Available Cash Flow expected to occur after the discrete projection period into perpetuity (“Residual Cash Flow”);

• Calculate the “Residual Value,” which equates to the value, as of the end of the discrete projection period, of Residual Cash Flow, grown into perpetuity at an estimated long-term growth rate. Discount annual Available Cash Flow and the Residual Value to present value as of the Valuation Date using a required rate of return that considers the relative risk of achieving the cash flows and the time value of money. For a business, this rate is typically referred to as the Weighted Average Cost of Capital (“WACC”); and

• Combine the present value of annual Available Cash Flow and the Residual Value to estimate the “Indicated Operating Value” on a marketable, controlling basis.

The Indicated Operating Value represents the value associated with future operating cash flow only. Accordingly, the Indicated Operating Value does not incorporate value associated with non-operating assets (e.g. excess cash, excess working capital, etc.) and non-operating liabilities (e.g. under-funded pension liabilities, etc.). We did not adjust the Indicated Operating Value to include non-operating assets and non-operating liabilities (with the exception of AutoTrader.com). In determining the final value of CEI common stock, Management applies a net assets adjustment to account for these items. In addition, Management applies adjustments to account for interest-bearing debt in order to determine the value of CEI common stock.

The remainder of this section describes the application of the Discounted Cash Flow Method generally. For the majority of the Subject Properties, we followed this exact process. Exceptions or unique circumstances specific to a given Subject Property are noted in the remainder of the report as necessary.

Estimation of Annual Available Cash Flows

We forecasted annual Available Cash Flow over a five-year discrete projection period, except as otherwise noted herein. Management performs detailed budgeting and assessments of future financial performance for each Subject Property. Accordingly, we have relied on three to five year financial projections provided by Management for each Subject Property to forecast annual

Available Cash Flow.

Growth patterns for “Total Revenue” were assessed for reasonableness compared to historical growth rates as well as industry growth rates. Financial forecasts among the Subject Properties within each Division were further compared to each other, giving consideration to relative differences in growth in different markets. For certain Divisions, multiple revenue streams were forecasted and assessed as discussed later in the report. Earnings before interest, taxes, depreciation and amortization (“EBITDA”) were also compared to historical EBITDA margins and industry EBITDA margins. “Total Expenses” included in the financial projections exclude CEI corporate overhead as well as certain Division corporate overhead. Management separately determined the value impact associated with all corporate overhead in determining the final value of CEI common stock.

From EBITDA, we subtracted projected Tax Depreciation to yield earnings before interest and taxes (“EBIT” or “Operating Income”). Book depreciation and book amortization were utilized, when provided, as proxies for Tax Depreciation and Tax Amortization. Alternatively, Tax Depreciation was assumed to equal “Capital Expenditures” if forecasts were not provided.

We adjusted EBIT to an after-tax basis (i.e., to “Net Operating Profit After Tax” or “NOPAT”) by subtracting annual estimates of cash income taxes (“Cash Income Taxes”). We are modeling a cash-based valuation, which more accurately reflects the actual timing of cash flow. An estimate of Cash Income Taxes was made using a blended federal and state tax rate appropriate for each Subject Property. Generally, a tax rate of 39.3% was utilized based on an average state tax rate for all states. The combined rate was determined as follows:

          Federal Rate + (1-Federal Rate)*State Rate = Combined Rate

We made the following adjustments to NOPAT to derive the Available Cash Flow for each Subject Property:

• We added back Tax Depreciation and Tax Amortization as non-cash items;

• We then subtracted annual estimates of Capital Expenditures. Capital Expenditures were assessed for reasonableness compared to historical levels of Capital Expenditures and capital expenditures as a percentage of revenue for industry peers; and

• We subtracted/added annual Working Capital Investments/Divestments to match expectations of required net working capital given a certain level of revenue. Estimates of required working capital levels for each Division were derived based on comparison of historical working capital levels for each Division and historical working capital levels for industry peers. The estimated working capital requirement for each Division was utilized for all Subject Properties within a Division.

Estimation of Residual Cash Flow

Operations are expected to continue beyond the discrete period forecast. As such, Available Cash Flow is expected to continue beyond our discrete projection period ending in 2012. Accordingly, we estimated a Residual Cash Flow projected to occur in 2013 (the year after the discrete period) and thereafter.

A normalized level of performance is achieved when a business reaches a long-term, sustainable operational state where revenue growth, profit margins, and capital expenditures can be expected

to remain stable (however defined) into perpetuity. To calculate Residual Cash Flow, generally Total Revenue was grown from 2012 levels at the expected long-term growth rate (exceptions apply to certain Divisions and Subject Properties as discussed later in this report). EBITDA was calculated as Total Revenue times an expected long-term EBITDA margin. Long-term EBITDA margins were determined based on an assessment of the historical EBITDA margins, trends observed in the forecasted EBITDA margins provided by Management, and EBITDA margins for industry peers.

Tax Depreciation in the residual year was normalized to equal the level of Capital Expenditures. Normalized Capital Expenditures were projected as a percentage of revenue based on trends observed in the projections provided by Management and an assessment of the required level of Capital Expenditures necessary to maintain the projected long-term growth rate.

Present Value of Available Cash Flow and the Residual Value

The third step in the Discounted Cash Flow Method requires the discounting of Available Cash Flow and the Residual Cash Flow to present value equivalents as of the Valuation Date. Discounting is accomplished using an appropriate rate of return that reflects the relative risk of the cash flows, as well as the time value of money. The relative risk of the cash flows is most commonly measured by estimating the WACC.

Estimation of the WACC

Our estimation of an appropriate WACC was performed at the Divisional level. Accordingly, the same WACC was generally used to discount all Subject Properties within a Division. The WACC is based on the individual required rates of return for debt and equity components of the capital structure. The WACC is calculated by weighting the required returns on interest-bearing debt and equity capital in proportion to their estimated percentages (based on market values) in a target capital structure (unless observed as a significant issue, preferred equity is typically treated as debt). In estimating the required return on equity capital, we utilized two methodologies including the Capital Asset Pricing Model (“CAPM”) and the Duff & Phelps Size-Return Study (“Size-Return Study”). Our application of the two methodologies is discussed in the following sections.

The formula for calculating the WACC is:

WACC = (K_d * D%) (Ke * E%), where:

Kd	= After-tax required return on debt capital;
D%	= Debt capital as percentage of total invested capital;
Ke	= Required return on equity capital; and
E%	= Equity capital as a percentage of total invested capital.

Required Return on Debt Capital

The required return on debt capital is the rate a prudent debt investor would require on interest-bearing debt. Since the interest expense on debt capital is deductible for income tax purposes, we used the after-tax required return in our calculation.

The after-tax required return on debt capital is calculated using the formula:

Kd	= K * (1 – t), where:
Kd	= After-tax required return on debt capital;
K	= Pre-tax required return on debt capital; and
t	= Effective income tax rate.

Based on our analysis, we used the yield on Moody’s Baa rated long-term debt as a proxy for a pre-tax required return on debt capital. As of the Valuation Date, Moody’s Baa rate was approximately 6.4%. Accounting for the interest deductibility, the after-tax required return on debt capital was estimated to be approximately 3.9%, using a combined tax rate of 39.3%.

Required Return on Equity Capital — CAPM

We used the CAPM to estimate the required return on equity capital. In applying the CAPM, the required return on equity capital is estimated as the current risk-free rate of return on U.S. Treasury bonds (20 year term), plus an equity risk premium expected over the risk-free rate of return multiplied by the estimated beta for the type of investment. To this result, a small stock premium and a company-specific risk premium may be added.

The CAPM formula for the required return on equity is as follows:

Ke	= Rf +B * (Rp) + Ssp + A, where:
Rf	= Risk-free rate of return;
B	= Beta or systematic risk for this type of equity investment;
Rp	= Equity risk premium; the expected return on a broad portfolio of stocks in the market (Rm) less the risk-free rate (Rf);
Ssp	= Small stock premium; and
A	= Company-specific risk premium, also called alpha.

The risk-free rate was estimated as the yield on a 20-year U.S. Treasury bond as of the Valuation Date, which was approximately 4.9%.

Beta is a statistical measure of the volatility of the price of a specific stock relative to the movement of a general group. Generally, beta is considered to be indicative of the market’s perception of the relative risk of a specific stock. Beta is estimated using information from a subject company (if publicly traded) and/or public companies comparable to a subject company. We identified several public companies we considered reasonably comparable to each Division, and we analyzed their required returns on equity capital. Betas reported in public sources are “leveraged,” which incorporates the added risk to a stockholder due to the debt financing of the company. To derive a beta applicable to each Division based on our guideline companies, the reported levered betas must first be unlevered and then relevered at assumed industry debt levels.

The unleveraging and releveraging is accomplished by employing the following equations:

	Levered Beta
Unlevered Beta
	1+ [(1- tax rate) * Debt/Equity]
Leveraged Beta	Unlevered Beta * [(1 - tax rate) * Industry Debt/Equity]

Since the expectations of the average investor are not directly observable, the equity risk premium must be inferred using one of several methods. One approach is to use premiums investors have historically earned over and above the returns on long-term government bonds. Another approach looks at forecasts of average long-term equity premiums prepared by Merrill Lynch, Value Line, and surveys of academic financial economists and financial practitioners. Using these methods, we estimated an equity risk premium of 5.0%. The equity risk premium was multiplied by the estimated projected beta for each Division.

Smaller companies are often viewed by the market as riskier than larger companies. Market trends evidence this fact as smaller companies have historically earned excess returns over larger companies. A small stock premium, as determined using an internally prepared size premium study and Morningstar’s Risk Premia Over Time Report: 2007, was utilized to reflect the additional systematic risk associated with companies similar in size to each Division.

Required Return on Equity Capital — Size-Return Study

The size of a company is considered one of the most important risk elements for an investment in a small firm. Duff & Phelps has conducted studies of the relationship between firm size and investor returns using the database of the Center for Research in Securities Prices at the University of Chicago.

In our Size-Return Study, companies were ranked at the beginning of each year (going back to the 1950s) into 25 groupings (portfolios) based on size (as measured by several different criteria). Total return was defined by capital price appreciation plus dividends divided by the initial stock price of the security.

We calculated a 30-year average premium for each portfolio by subtracting average income return on long-term U.S. Treasury notes (using data from Morningstar’s SBBI Yearbook) from the average portfolio return. Finally, we adjusted this data to smooth out irregularities. The result was a clear inverse relationship between size and premium over long-term bond yields. Our study was initially published in 1995 (“The Size Effect and Equity Returns,” Roger Grabowski and David King, Business Valuation Review, June 1996) and has been updated regularly.

Estimation of Capital Structure

Our estimate of an industry capital structure was based on observing typical proportions of interest-bearing debt and common equity of publicly traded comparable companies. We utilized these percentages in our WACC derivation using the CAPM and the Size-Return Study.

WACC Conclusion

Using the required return on debt capital and required return on equity capital (as determined by both the CAPM and the Size-Return Study), we estimated the WACC by weighting the required

returns on interest-bearing debt and equity capital in proportion to their estimated percentages in a target capital structure.

In addition to our calculated WACC indications, we assessed WACC indications from various analyst reports covering comparable companies of each Division. We also assessed WACC indications from Morningstar’s Cost of Capital Yearbook: 2007.

Based on the indications observed from the above analysis, we estimated a WACC for each Division. Each Division’s WACC was subsequently utilized as the appropriate discount rate for each Division’s respective Subject Properties.

Calculation of the Residual Value

As previously described, we estimated the Residual Cash Flow in 2013 (the year after the discrete projection period). Further, we forecasted a long-term growth rate for each Subject Property. We estimated the Residual Value, which measures the value of cash flow beyond the discrete forecast period as of the end of the discrete forecast period, by dividing the Residual Cash Flow by the WACC less the long-term growth rate. This formula yields the present value of the Residual Value as of 2012.

Present Value of Available Cash Flow and the Residual Value

Using the WACC, we calculated annual present value factors and applied these to Available Cash Flow and the Residual Value to yield present values as of the Valuation Date.

Conclusion of the Discounted Cash Flow Method

The final step in the application of the Discounted Cash Flow Method was to sum the present value of Available Cash Flow and the Residual Value to conclude on the Indicated Operating Value on a marketable, controlling basis for each Subject Property.

Conclusion of Value

We made one additional adjustment to arrive at our conclusion of value for each Subject Property. Based on discussions with Management and an assessment of transactions related to companies similar to the Subject Properties, we have assumed a hypothetical sale transaction would be structured as an asset purchase. An asset purchase would increase cash flow for a market participant due to tax regulations that permit a step-up in the basis of intangible assets, which results in incremental amortization that shields taxable income. Accordingly, we have added an estimated tax amortization benefit associated with this incremental amortization to the Indicated Operating Value in deriving our conclusion of value for each Subject Property. (This adjustment was not made for all Subject Properties, as noted in the remainder of this report.)

APPLICATION OF THE MARKET COMPARABLE METHOD

As previously discussed, the Market Comparable Method was utilized to provide directional support for our Income Approach conclusions. We assessed comparability of public companies at

the Divisional level, as opposed to individual Subject Properties. The Divisions, similar to publicly traded companies, are burdened by corporate overhead, which has been excluded from the financial forecasts for the Subject Properties provided by Management. Accordingly, our application of the Market Comparable Method was performed at the Divisional level. The Market Comparable Method was applied in the following steps:

• Identify and select publicly traded companies that operate in the same industry or are influenced by the same underlying economics as each Division, and analyze their business and financial profiles for relative similarity to each Division;

• Adjust the financial results of the comparable companies, as appropriate, and calculate historical (last twelve months or “LTM”) and projected (next twelve months or “NTM”) market multiples for the selected companies. The resulting “raw” multiples (“Raw Multiples”) reflect a marketable, minority interest basis of value;

• Adjust the Raw Multiples of each comparable company to improve comparability to each Division giving consideration to relative size, profit margins, and growth prospects. Adjust the Raw Multiples to equate to a marketable, controlling basis in order to allow for appropriate comparison to results from the Income Approach; and

• Determine a reasonable range of multiples and compare the resulting “adjusted” multiples (“Adjusted Multiples”) to the implied multiples resulting from the application of the Discounted Cash Flow Method.

The four steps of the Market Comparable Method were generally applied to each Division as follows (unique considerations and exceptions to our general application are described later in this report).

Identification and Selection of Comparable Companies

We identified companies comparable to each Division by searching for companies within the appropriate SIC codes and using other research databases, primarily Standard & Poor’s Capital IQ database, which provided more robust industry classifications.

Calculation of Raw Market Multiples

We calculated Enterprise Value (“EV”) multiples, including EV/LTM Revenue, EV/NTM Revenue, EV/LTM EBITDA, and EV/NTM EBITDA multiples for each of the comparable companies identified for each Division. Each term is defined below:

• EV — Enterprise Value is defined as the sum of the market value of a comparable company’s common stock (share price as of the Valuation Date multiplied by shares outstanding) plus the market value of the interest-bearing debt (including minority interest) plus preferred equity. We assumed book value of the comparable companies’ debt and preferred equity were reasonable proxies for market value.

• LTM Revenue — LTM revenue was calculated using the most recently available financial statements for the comparable companies.

• NTM Revenue — NTM revenue was calculated by weighting revenue estimates (Reuters Estimates as reported by Standard & Poor’s Capital IQ database) for the fiscal year ending 2007 and the fiscal year ending 2008 for the comparable companies, as appropriate.

• LTM EBITDA — EBITDA is earnings before interest, taxes, depreciation, and amortization. This measure of earnings eliminates the effects of differing debt levels (interest expense), depreciation and amortization methods (depreciation and amortization expense), and special tax situations. As with revenue, we calculated LTM EBITDA using the most recently available financial statements for the comparable companies.

• NIM EBITDA — NTM EBITDA was calculated similar to NTM revenue, by weighting EBITDA estimates for the fiscal year ending 2007 and the fiscal year ending 2008, as appropriate.

We made the following adjustments to the inputs into the market multiples:

• We excluded non-recurring operating expense items from the calculation of EBITDA; and

• We added/subtracted any material non-operating liabilities/assets, respectively, to provide a value consistent with the Indicated Operating Value output from the application of the Discounted Cash Flow Method. Specifically, excess cash is a non-operating asset and presumed to be available for debt reduction. Failure to remove excess cash raises market multiples and may overvalue the subject company.

  Calculation of Adjustments to Market Multiples

  Size, Growth, and Profit Adjustments

The Raw Multiples are influenced by the specific characteristics of each comparable company. Although many factors can influence multiples, we generally focus on three primary ones: size of company, projected growth, and EBITDA margin:

• As discussed in the derivation of the WACC, empirical evidence clearly indicates that size and risk are inversely related. Larger companies (as defined in multiple ways) are perceived as having less systematic risk by investors, and vice-versa. To account for this in the WACC, we added a small stock premium. To account for this in the Market Comparable Method, we considered adjustments to the market multiples to reflect the difference between the estimated size of each Division with that Division’s group of comparable companies. All else being equal, a larger company should have a higher multiple than a smaller one.

• Projected growth has a significant influence on EV, and thus on all market multiples. All else being equal, an investor will pay more for a dollar of revenue or profit that has a higher projected growth pattern. Higher projected growth increases market multiples. As such, we considered adjustments to the market multiples to reflect the difference between projected growth for each Division and the Division’s respective set of comparable companies.

• Current EBITDA margins also influence EV, and thus all market multiples. All else being equal, an investor will pay more for a dollar of revenue that generates a higher profit margin. Higher margins increase market multiples (especially revenue multiples). As such, we considered adjustments to the market multiples to reflect the difference in existing EBITDA

margins between each Division and the Division’s respective set of comparable companies.

We analyzed the impact of size and growth using a regression approach. The basis of our regression analysis uses a collection of data on public companies including the relationship of size (based on equity capitalization), projected growth (based on five year I/B/E/S forecasts), and market multiples (based on price to earnings, or P/E, ratios).

Control Premium Adjustments

As indicated previously, the Raw Multiples indicate value on a marketable, minority basis. In order to compare market multiples with the implied multiples from our Discounted Cash Flow Method, we added a control premium to adjust the Raw Multiples to a controlling basis. A 15.0% control premium was utilized for all Divisions (with the exception of AutoTrader.com, for which an 18.0% control premium was assumed based on an evaluation of factors specific to AutoTrader.com).

Comparison of Adjusted Multiples

A range of reasonable Adjusted Multiples was derived for each Division and utilized in the assessment of the implied LTM Revenue, NTM Revenue, LTM EBITDA, and NTM EBITDA for each Division and Subject Property.

In order to facilitate comparison of multiples at the Divisional level, we also estimated the consolidated value of each Division using the Discounted Cash Flow Method. The consolidated indication of value for each Division includes the negative value associated with corporate overhead (not included in the valuation of each Subject Property), providing the most relevant comparison with the calculated market multiples. The consolidated value for each Division was derived using assumptions consistent with the valuation of the Subject Properties in the whole. Use of consistent assumptions allows for a more relevant comparison of market multiples to the Division and Subject Properties. While the market multiples cannot be directly compared to the implied multiples of the Subject Properties, they do provide directional evidence.

APPLICATION OF THE MARKET TRANSACTION METHOD

The Market Transaction Method, another derivation of the Market Approach, compares the subject company to comparable firms which are part of public or private transaction.

For certain Divisions, we applied the Market Transaction Method by identifying transactions involving companies comparable to the Divisions and Subject Properties. In addition, we utilized data compiled and provided by SNL Kagan (“Kagan”) related to cable, radio, and television company transactions. Data provided by Kagan provides transaction multiples for individual or groups of cable systems, radio stations, and television stations, allowing for a direct comparison to the Subject Properties within these Divisions. Transaction multiples, as calculated by Kagan, for individual or groups of systems/stations provided a range of multiples for use in assessing the output of the Discounted Cash Flow

Method for each Subject Property. Similar to our application of the Market Comparable Method, the transaction multiples provide directional evidence and another measure for use in assessing the reasonableness of the values from our application of the Discounted Cash Flow Method.

7.0 COX RADIO, INC.

DESCRIPTION

Cox Radio, Inc. (“CXR”) is one of the largest radio broadcasting companies in the United States, operating 80 radio stations (67 FM and 13 AM) clustered in 18 markets, as previously listed in Section 1.0, broadcasting on both FM and AM channels. Cox Radio owns a top five radio station in 16 of the 18 markets it operates in. CXR is a public company with the majority of its shares held by CEI.

CXR’s Total Revenue will increase from $444.9 million in 2007 to $514.4 million in 2012, representing a CAGR of 2.9%. EBITDA margins (including LTIP expense) will move from 34.6% in 2007 to 33.9% in 2008 and will then moderately expand to 34.8% in 2012. The majority of CXR’s business is generated through the Atlanta radio station with 25.7% of the Total Revenue in 2007 from the Atlanta radio station.

The radio industry overall is not expected to experience much growth with few developing technologies that would provide significant impacts in the near term. As such, stations are generating more revenue through online advertising and Internet radio. To limit the slowdown in growth, as experienced by the radio industry, CXR has developed a proactive business plan to generate and create business through an integrated sales focus and selective account targeting, strengthening key account relationships. CXR has also identified certain existing stations with room for improvement creating focused programming and ratings strategies for continued development and growth within these stations. To increase efficiency in market ratings and knowledge of audience metrics, CXR is transitioning to Arbitron’s electronics rating service, Portable People Meter (“PPM”). This initiative will allow for more accurate ratings and knowledge of the audience size of each station, which will allow for more affective planning for each station. The Division’s business plan and projected initiatives have positioned it to handle the market pressures facing the radio industry.

APPLICATION OF VALUATION APPROACHES

Income Approach

The Discounted Cash Flow Method was applied, as previously described, to each of the Subject Properties within CXR. The specific application of the Discounted Cash Flow Method is described below.

Management provided forecasts of Total Revenue, Total Expenses, Capital Expenditures, and book depreciation through 2012. Different long-term growth rates were estimated for each Subject Property by giving consideration to revenue growth rate trends. The long-term EBITDA margin was estimated giving consideration to historical EBITDA margins and EBITDA margins projected in the discrete forecasts for each Subject Property. Book depreciation was estimated to be an appropriate proxy for Tax Depreciation. An estimate of Cash Income Taxes was subtracted using a blended tax rate based on the primary state tax rate

for each Subject Property.

To derive annual estimates of Available Cash Flow, Capital Expenditures and Working Capital Investments were subtracted and Tax Depreciation was added back. The long-term level of Capital Expenditures as a percentage of revenue was estimated by giving consideration to the levels of Capital Expenditures provided in the discrete forecasts as well the estimated level of Capital Expenditures necessary to support the long-term growth rate for each Subject Property. The required level of working capital was estimated to be 12.0% of incremental revenue each year based on industry research and comparison of historical working capital levels for CXR and industry peers.

The annual Available Cash Flow and the Residual Cash Flow were discounted using a WACC of 8.5%. Finally, an estimated tax amortization benefit was added to derive our final conclusion of value.

Market Approach

The Market Comparable Method and Market Transaction Method were considered for the Subject Properties within CXR. Based on various facts and circumstances, market multiples for each of the comparable companies listed below were considered, although not all have been relied upon.

•   Beasley Broadcast Group Inc.
•   Citadel Broadcasting Corporation
•   Clear Channel Communications Inc.
•   Cumulus Media Inc.
•   Emmis Communications Corp.
•   Entercom Communications Corp.
•   Entravision Communications Corp
•   Fisher Communications Inc.
•   Radio One Inc.
•   Regent Communications Inc.
•   Saga Communications Inc.
•   Salem Communications Corp.
•   Spanish Broadcasting System Inc.

Further, transaction multiples as calculated by Kagan for historical radio transactions were assessed for each Subject Property giving consideration to market size.

CONCLUSION

The table below presents our concluded values for the Subject Properties within the CXR Division based on our analysis as described above.

	Value
Cox Radio, Inc. (000’s)	@12/31/2007
Atlanta — WSB-AM/WSB-FM/WALR-FM/WBTS-FM/WSRV-FM		928,500
Miami — WFLC-FM/WHQT-FM/WEDR-FM/WHDR-FM		366,900
Dayton — WHIO-AM/WHKO-FM/WHIO-FM (formerly WDPT-FM – simulcast with WHIO-AM/WZLR-FM		37,900
Louisville — WRKA-FM/WVEZ-FINWSFR-FM/WPTI-FM		12,900
Orlando — WDBO-AM/WWKA-FM/WCFB-FM/WHTQ-FM/WMMO-FM/WPYO-FM		371,800
Tampa — WWRM-FM/WXGL-PM/WSUN-FM/WHPT-FM/WDUV-FM/WPOI-FM		259,300
Tulsa — KRMG-AM/KWEN-FM/KJSR-FM/KRAV-FM/KKCM-FM		66,300
San Antonio — KSMG-FM/KISS-FM/KCYY-FM/KKYX-AM/KPWT-FM/KONO-FM/AM		123,300
Birmingham — WBHJ-FM/WBHK-FM/WAGG-AM/WZZK-FM/WNCP-FM/WPSB-AM/WBPT-FM		86,600
Long Island — WBLI-FM/WBAB-FM/WHFM-FM (WBAB-FM and WHFM-FM are simulcast)		90,300
Bridgeport – WEZN-FM		45,000
New Haven — WPLR-FM/WYBC-FM (JSA)		64,100
Stamford — Norwalk — WFOX-FM/WCTZ-FM/WNLK-AM/WSTC-AM		18,400
Jacksonville — WAPE-FM/WFYV-FM/WJGL-FM/WMXQ-FM/WOKV-AM/WOKV-FM (formerly WBGB-FM simulcast with WOKV-AM)		105,300
Honolulu — KRTR-FM/KPHW-FM/KINE-FM/KCCN-FM/KRTR-AM/KKNE-AM		34,600
Houston — KLDE-FM/KTHT-FM/KKBQ-FM/KHPT-FM		182,300
Richmond — WKHK-FM/WKLR-FM/WMXB-FM/WDYL-FM		62,400
Greenville/Spartanburg — WJMZ-FW/WHZT-FM		33,100
CXRi unallocated operating costs		(46,500	)(1)
Subtotal Cox Radio Stations		2,842,500
Radio Unallocated Overhead		(174,400	)(2)
Total Cox Radio Operations		2,668,100
Other Cox Radio Properties
Syndication Company		5,100
Ibiquity (formerly Digital Radio USA) (1.13%) (500,000 shares)		2,500	(1)
Subtotal Other Cox Radio Properties		7,600
Less Radio Debt		(336,600	)(1)
Total Cox Radio Valuation		2,339,100

	Value
Cox Radio, Inc. (000’s)	@12/31/2007
Less: Minority Interest (28,143,133 @ $11.78 for ‘07)		(331,500	)(1)
Total Cox Radio, Inc.		2,007,600

Definitions & Footnotes:
(1)	As provided by Management. Value not assessed by Duff & Phelps.
(2)	Unallocated division expenses times a multiple of 10, as provided by Management.

EX-99.(C)(7)

EXHIBIT (c)(7)

FAIR MARKET VALUATION OF
COX ENTERPRISES, INC.
AS OF DECEMBER 31, 2007

Prepared for:
Cox Enterprises, Inc.
April 21, 2008

BOND &
PECARO

FAIR MARKET VALUATION OF
COX ENTERPRISES, INC.
AS OF DECEMBER 31, 2007

INTRODUCTION

     Bond & Pecaro, Inc. has been retained to determine the fair market value of the common stock of Cox Enterprises, Inc. (“CEI”) as of December 31, 2007. The purpose of this appraisal is to facilitate the purchase and sale of the company’s stock and other corporate business transactions.

     In the course of this analysis, Bond & Pecaro, Inc.: (1) determined the fair market value of the individual businesses and investments of Cox Enterprises, Inc., (2) adjusted this amount to reflect the value of CEI’s outstanding common stock, and (3) calculated the per share value of CEI’s common stock.

Methodology

     Fair market value is defined as the price in cash or cash equivalents that would convey between a willing buyer and a willing seller, neither being under compulsion and both being fully informed. Under FAS Statement 157, Fair Value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.”¹ In this report, fair market value and Fair Value are used interchangeably.

     The fair market values developed herein assume the existence of a going concern, including cash on hand, accounts receivable, and other current assets, as well as all reported liabilities.

¹ Financial Accounting Standards Board of the Financial Accounting Foundation, Statement of Financial Accounting Standards No. 157, Fair Value Measurements.

     Three valuation approaches are generally employed in the appraisal of property:

Cost Approach — Determines the value of an asset based upon a comparison between the cost to develop a property and the value of the existing developed property. This method considers the reconstruction or replacement cost of a property of similar quality and functional utility. This cost is then adjusted for any physical depreciation or obsolescence associated with the property.

Market Approach — Also known as the “comparable sales” or “comparative sales” method, establishes the value of a property using the actual prices paid in the marketplace for similar entities.

Income Approach — Also known as the “investment method,” establishes the value of a property based upon the financial return it can be expected to generate over a finite period.

     Bond & Pecaro, Inc. typically employs the income approach in the valuation of businesses. This valuation technique is based upon an analysis of a property’s potential future earnings and probable appreciation, discounted to value. The indicated value thus reflects the revenues and, ultimately, the after-tax cash flow that the business may reasonably be expected to generate over a period of years. The potential resale value of the entity at the end of such a period is also an important factor in the application of the income approach.

     The fair market values of the various CEI entities are based primarily upon their future cash flow potential considering: (1) recent financial performance, (2) anticipated economic growth for each industry in general, and each property in particular, (3) the economic prospects for the markets in which each business operates, and (4) industry market share and profitability norms.

     The fair market values summarized in this report represent estimated cash selling prices in arm’s-length transactions between informed sellers and buyers. With few exceptions, indicated values are based upon an assessment of the income and resale potential of the businesses, tempered by consideration of recent comparable sales and current marketplace conditions. Certain assets, including real estate and various investments, have been valued utilizing the cost and market approaches.

Sources

     This analysis was developed based upon industry reference materials such as Market Statistics’ Demographics USA 2007, County Edition; the Editor & Publisher Yearbook; the Broadcasting & Cable Yearbook; the Veronis, Suhler & Associates’ Communications Industry Report; the National Association of Broadcasters (“NAB”) and BCFM’s Television Financial Report; Nielsen Media Research’s Viewers in Profile reports; NAB/Bond & Pecaro’s The Television Industry: 2007 Market by Market Review; Kagan Research’s Radio/TV Station Annual Outlook: Market by Market Review; and SNL Kagan’s B-Stats, Broadcast Investor: Deals and Finance, and Cable TV Investor newsletters. Also utilized was information provided by Cox Enterprises, Inc. This data consisted primarily of projections and unaudited financial statements.

     Representatives of Bond & Pecaro, Inc. also visited 17 CEI operating locations to inspect the properties and interview management regarding the state of local economies, growth prospects, capital needs, and competition within each market. Entities inspected consisted of the Austin American-Statesman, The Palm Beach Post, the Waco Tribune-Herald, and Cox Target Media; television station WPXI-TV in Pittsburgh and television station KIRO-TV in Seattle; the Miami radio station group, the Orlando radio station group, and the San Antonio radio station group; the Hampton Roads, Kansas/Arkansas, and San Diego cable television systems; the West Palm Beach Auto Auction, the Denver Auto Auction, and the Greater Nevada Auto Auction; Autotrader.com; and Auto

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Trader Publishing. Discussions and presentations by CEI senior management and division executives provided additional information that was used in the development of the appraisal.

Valuation Method

     The principal method used in the appraisal of the Cox Broadcasting Division properties is the discounted cash flow method of valuation, a variation of the income approach.

     The income approach quantifies a series of expected economic benefits associated with an income producing asset or a business entity. The fair market value of such a property may be expressed by discounting these future benefits.

     The cost approach is not applicable to many of the Cox radio and television properties. The many intangible assets owned by these businesses, such as FCC licenses and broadcast rights, cannot be purchased and, as such, have no readily discernable replacement cost. The market approach may be useful in the valuation of broadcast properties, but due to differences among stations and markets, the opportunities to employ this approach in a meaningful manner are limited.

     The discounted cash flow methodology rests upon a quantitative model that incorporates variables such as market advertising revenues, market revenue share projections, anticipated operating profit margins, and various discount rates. The variables used in the analysis reflect historical station and advertising market growth trends, as well as anticipated performance and market conditions.

     In a typical analysis of this type, a discounted cash flow projection period of ten years is considered to be an appropriate time horizon. Broadcasters

typically expect to recover their investments within a ten year period. It is during this period that projections regarding market revenues, market share, and operating profit margins can be made with the highest degree of accuracy.

     Over this ten year period, market advertising revenues, market revenue shares, and operating profit margins were used to project operating profits. Federal and state taxes were deducted from projected operating profits to determine after-tax net income. Depreciation expenses were added back to the after-tax income stream and projected capital expenditures were subtracted to calculate net after-tax cash flows. The stream of annual cash flows was adjusted to present value.

     Additionally, it was necessary to project the terminal value at the end of the ten year projection period. The terminal value represents the hypothetical value of the broadcast property at the end of the projection period. Taxes were deducted from the indicated terminal value. The net terminal value was then discounted to present value.

     An abbreviated form of the discounted cash flow method of analysis is the revenue or cash flow multiple approach. Under this approach, current or projected revenues or cash flows of a broadcast station, or some combination of these, form the basis for a calculation of approximate market value.

Radio Industry

     During 2007, a total of 1,347 radio stations changed hands in 390 transactions, down compared with 456 transactions in 2006.¹ The total deal volume for 2007 was an estimated $3.4 billion, reflecting an average cash flow multiple of 11.8².

1	Kagan Research B-Stats Supplement, January 28, 2008, pg. 5.
2	Kagan Research B-Stats Supplement, January 28, 2008, pg. 6.

     The largest radio deal of 2007 was the proposed acquisition of 371 Cumulus Media stations by Merrill Lynch for $1.2 billion in July, followed by a 10-station swap between Entercom Communications and Bonneville International for $225.0 million¹.

     Radio industry advertising spending was down in 2007, with combined spot and non-spot spending totaling $21.3 billion compared with $21.7 billion during the prior year. National advertising fell almost 6.0% and local ad spending was down by 2.0% to $15.1 billion.² The stumbling economy, the growing competition from portable music devices and Internet and satellite radio, and the migration of automotive manufacturers to online advertising have all contributed to the decline in radio advertising revenues.

Broadcasting Division — Radio Stations

     Cox Radio Inc. (“CXR”) was established in the second quarter of 1996 to operate CEI’s radio subsidiaries. In October 1996, CXR completed an initial public offering of 8,625,000 shares of its Class A common stock. At the end of 2007, CEI owned approximately 68.9% of the 90,468,103 outstanding CXR shares.

1	Kagan Research B-Stats Supplement, January 31, 2008, pg. 6.
2	“Radio Sectors Yield Diverse Revenue Results,” Press Release, Radio Advertising Bureau, March 4, 2007.

Summary of Radio Station Financial Results

     Total radio division revenues increased slightly during 2007, climbing 1.0% from $440.5 million in 2006 to $444.9 million. Expenses increased by 2.3%, so IBD was down 5.4% to $154.1 million. CEI’s interest in CXR has been valued at $1,772,100,000.

     Preliminary 2008 budgets forecast total radio revenue growth of 3.4% over actual 2007 results with revenue growing to $459.9 million. IBD has been budgeted to increase 1.2% to $156.0 million. A preliminary five year forecast prepared by CXR estimates a compound annual revenue growth rate of 2.9% over actual 2007 revenues, with IBD increasing at a compound annual rate of 3.1% to reach $179.1 million in 2012.

     Operating revenues and IBD results for the CXR radio stations for 2006 and 2007 appear in Table 3.

     The 20007 operating revenues and IBD for the other broadcast operations are also presented in Table 3.

Table 3
(continued)

(Dollar Amounts Shown in Thousands)

								Income Before Depreciation &
	Operating Revenues							Amortization
Broadcasting	2006		2007		Percent Change			2006		2007		Percent Change
Radio
WSB(AM)/WSB-FM/ WBTS-FM/WSRV-FM, WALR-FM Atlanta	$	103,113	$	112,844		9.4	%	$	51,899	$	58,061		11..9	%
WBHJ-FM/WBHK-FM/WAGG-AM/WZZK-FM/WNCP- FM/WPSB-AM/WBPT-FM, Birmingham		14,883		19,102		28.3	%		2,440		3,366		38.0	%
WHKO-(FM)/WHIO(AM)/ WHIO-FM/WZLR-FM, Dayton		10,490		9,110		-13.2	%		4,002		2,815		-29.7	%
WJMZ-FM/WHZT-FM, Greenville/Spartanburg		6,401		7,427		16.0	%		1,819		2,390		31.4	%
KRTR-FM/KPHW-FM/KKNE(AM)/KRTR(AM)/KCCN-FM/KINE-FM, Honolulu		10,131		10,083		-0.5	%		2,268		2,007		-11.5	%
KKBQ-FM/KLDE(FM)/ KTHT(FM)/KHPT(FM), Houston		30,498		29,679		-2.7	%		12,433		11,367		-8.6	%
WAPE-FM/WFYV-FM/WJGL-FM/WMXQ(FM)/WOKV(AM), WOKV-FM, Jacksonville		25,138		21,485		-14.5	%		9,165		6,059		-33.9	%
WBAB-FM/WBLI(FM)/WHFM(FM), Long Island		17,865		18,189		1.8	%		7,638		7,700		0.8	%
WRKA(FM)/WVEZ(FM)/WSFR-FM/WPTI-FM, Louisville		6,811		6,513		-4.4	%		906		516		-43.0	%
WFLC(FM)/WHQT(FM)/WEDR(FM)/WHDR-FM, Miami		44,559		44,486		-0.2	%		23,819		22,927		-3.7	%

								Income Before Depreciation &
	Operating Revenues							Amortization
Broadcasting	2006		2007		Percent Change			2006			2007			Percent Change
WWKA(FM)/WCFB(FM)/WBDO(AM)/WMMO (FM)/WHTQ(FM)/WPYO (FM), Orlando	$	50,212	$	49,944		-0.5	%	$	25,608		$	24,305			-5.1	%
WKHK(FM)/WMXB(FM)/WKLR-FM/WDYL(FM), Richmond		14,671		14,162		-3.5	v%		4,283			3,570			-16.6	%
KCYY(FM)/KKYX(FM)/KPWT(FM)/KISS-FM/KSMG(FM)/KONO-FM/KONO(AM), San Antonio		26,914		25,107		-6.7	%		9,025			6,606			-26.8	%
WEZN-FM, Bridgeport		8,007		8,087		1.0	%		3,250			3,203			-1.4	%
WPLR(FM)WYBC-FM (JSA), New Haven		10,710		10,468		-2.3	%		4,441			4,209			-5.2	%
WFOX(FM)/WCTZ(FM)/WNLK(AM)/WSTC(AM), Stamford/Norwalk		5,838		5,691		-2.5	%		1,557			1,415			-9.1	%
WWRM(FM)/WXGL(FM)/WSUN-FM/WHPT(FM)/WDUV(FM)/WPOI-FM, Tampa		37,185		35,761		-3.8	%		18,595			16,466			-11.4	%
KWEN(FM)/KJSR(FM)/KRMG(AM)/KRAV(FM)/KKCM(FM), Tulsa		15,254		15,046		-1.4	%		4,394			3,929			-10.6	%
Total Radio Stations	$	438,680	$	443,184		1.0	%	$	187,542		$	180,911			3.5	%
Syndication Company	$	1,631	$	1,668		2.3	%	$	347		$	273			-21.3	%
Other		156		0		-100.0	%		(25,096	)		(27,103	)		-8.0	%
Total Radio Division	$	440,467	$	444,852		1.0	%	$	162,793		$	154,081			-5.4	%

Table 4

Broadcasting Division Valuation
(Dollar Amounts Shown in Thousands)

	2007
	Valuation
Television Station
Total Television Stations
Radio Station
WSB(AM)/WSB-FM/ WBTS-FM/WSRV-FM, WALR-FM Atlanta	$	776,00
WBHJ-FM/WBHK-FM/WAGG-AM/WZZK-FM/WNCP-FM/WPSB-AM/WBPT-FM, Birmingham		51,000
WHKO-(FM)/WHIO(AM)/ WHIO-FM/WZLR-FM, Dayton		38,000
WJMZ-FM/WHZT-FM, Greenville/Spartanburg		31,000
KRTR-FM/KPHW-FM/KKNE(AM)/KRTR(AM)/KCCN-FM/KINE-FM, Honolulu		30,000
KKBQ-FM/KLDE(FM)/ KTHT(FM)/KHPT(FM), Houston		213,000
WAPE-FM/WFYV-FM/WJGL-FM/WMXQ(FM)/WOKV(AM), WOKV-FM, Jacksonville		117,000
WBAB-FM/WBLI(FM)/WHFM(FM), Long Island	$	104,000
WRKA(FM)/WVEZ(FM)/WSFR-FM/WPTI-FM, Louisville		26,000
WFLC(FM)/WHQT(FM)/WEDR(FM)/WHDR-FM, Miami		334,000
WWKA(FM)/WCFB(FM)/WBDO(AM)/WMMO (FM)/WHTQ(FM)/WPYO (FM), Orlando		347,000
WKHK(FM)/WMXB(FM)/WKLR-FM/WDYL(FM), Richmond		67,000
KCYY(FM)/KKYX(FM)/KPWT(FM)/KISS-FM/KSMG(FM)/KONO-FM/KONO(AM), San Antonio		108,000
WEZN-FM, Bridgeport		40,000
WPLR(FM)WYBC-FM (JSA), New Haven		55,000
WFOX(FM)/WCTZ(FM)/WNLK(AM)/WSTC(AM), Stamford/Norwalk		17,500
WWRM(FM)/WXGL(FM)/WSUN-FM/WHPT(FM)/WDUV(FM)/WPOI-FM, Tampa		241,000
KWEN(FM)/KJSR(FM)/KRMG(AM)/KRAV(FM)/KKCM(FM), Tulsa		57,000
Radio Syndication		4,000
Ibiquity (1.13%)		2,500
Subtotal Radio	$	2,659,000
Less: Radio Unallocated Overhead	$	174,400
Less: Radio Pension		0

	2007
	Valuation
Less: CXRi Unallocated Operating Costs		44,400
Total Radio Stations Before Debt	$	2,440,200
Less: Radio Debt		336,600
Total Radio Stations After Debt	$	2,103,600
Less: Minority Interest of 28,143,133 Shares		331,500
Value of CEI Investment in CXR	$	1,772,100
Other Broadcasting Operations

EX-99.(C)(8)

Exhibit (c)(8)

FAIR MARKET VALUATION OF

COX RADIO, INC.

AS OF DECEMBER 31, 2008

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ANALYSIS OF FCC LICENSES

COX RADIO, INC.

AS OF DECEMBER 31, 2008

TABLE OF CONTENTS

Fair Market Valuation Analysis	1
Discounted Cash Flow Analysis	3
Valuation Conclusion	9
Comparable Sales Analysis	10

Exhibits

A.	Weighted Average Cost of Capital Calculation
B.	Cox Radio FCC License Valuation Tables
C.	Qualifications of Timothy S. Pecaro and Benjamin K. Steinbock

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FAIR MARKET VALUATION OF

COX RADIO, INC.

VARIOUS MARKETS

AS OF DECEMBER 31, 2008

FAIR MARKET VALUATION ANALYSIS

     A discounted cash flow analysis was performed to determine the fair market value of the Cox Radio stations within each market cluster. This income approach measures the expected economic benefits these assets bring to their holder. The fair market value of the Stations may therefore be expressed by discounting these future benefits. The result of the discounted cash flow analysis reflects the fair market value attributable to the stations within each market.

     The discounted cash flow model incorporates variables such as the forecast growth rate of each radio market, including consideration of population growth, household income, retail sales, and other factors influencing advertising expenditures; the existing and likely media competition within the market area, not limited to local radio stations, but also considering cable systems, television stations, and newspapers within the market; and market radio net revenues and the audience and revenue shares it is reasonable to expect the Cox stations to achieve over the projection period. The variables used in the analyses reflect historical market growth trends and market conditions, as well as forecast for the industry as a whole.

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     The discounted cash flow projection period of ten years was determined to be an appropriate time horizon for the analyses. Broadcast station operators and investors typically expect to recover their investments within a ten-year period. It is during this period that projections regarding market revenues, station market shares, and operating profit margins can be made with the highest degree of accuracy.

     Over this ten-year period, radio market revenues, market revenue shares, and operating profit margins were used to project operating profits. Federal and state taxes were deducted from the projected operating profits to determine after- tax net income. Depreciation expenses were added back to the after-tax income stream and projected capital expenditures and changes in working capital were subtracted to calculate the Stations’ net after-tax cash flow in each market.

     The yearly stream of cash flows was adjusted to present value using a discount rate of 10.5%. The discount rate used is based upon an after-tax rate calculated for the broadcast industry as of December 31, 2008.

     Additionally, it was necessary to project the Stations’ terminal values at the end of the ten year projection period. In order to determine these values, depreciation expenses were deducted from the Year 11 operating cash flow to determine taxable income. Income taxes, capital expenditures, and net changes in working capital were then deducted, and depreciation expense was added back, to determine an estimated after-tax free cash flow to use in perpetuity. The after-tax free cash flow was divided by a capitalization rate to determine the terminal value. These results were then discounted to present value at a rate of 10.5%.

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Discounted Cash Flow Analysis

     The assumptions used in the cash flow models reflect historical performance and trends in the Cox market clusters, as well as industry norms for similar stations. These assumptions, especially those pertaining to station revenue shares and operating profit margins, are, in part, reflective of the actual and forecast performance of Cox Radio as station owner. However, based on radio industry data, the revenue shares and operating margins used in the cash flow models all fall within a reasonable range of what could be expected from a typical market participant. The assumptions for the respective markets in this analysis are as follows:

Market Revenue Projections

     Radio market revenues have been based on estimated 2008 net revenues for each market through analysis of year-end 2007 and year-to-date 2008 market revenue data from Miller, Kaplan, Arase, & Co. (“Miller, Kaplan”) and market revenue projections contained in SNL Kagan Radio/TV Station Annual Outlook report. 2008 annual market revenues were calculated by applying the year-to- date percentage change of year-to-date 2008 versus 2007 to the 2007 annual revenues for each market. Additionally, a share analysis was conducted to determine the estimated impact of those stations in each market that did not report revenue data to Miller, Kaplan. The estimated share of revenue from non- reporting stations was then added to the gross total reported by Miller, Kaplan. Agency commissions were then deducted from the adjusted gross revenues at a rate of 12.0%. In order to provide an additional point of reference, the resulting net revenue estimate was averaged with the SNL Kagan 2008 net

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revenue estimate. In several markets, Miller, Kaplan data was not available, so 2008 markets revenues have been based only on SNL Kagan data. The complete calculation of the base year market revenues is detailed in Table 1.

     2008 total market revenues were determined based on this data and market revenues were forecast over the 10-year projection period to reflect the expected long-term growth rates for the radio broadcast industry and each market. The Communications Industry Forecast 2008-2012 from Veronis Suhler Stevenson projects that broadcast radio revenue will decline 2.0% in 2009. More recent forecast from SNL Kagan and BIA project 10.0% and 9.0% declines, respectively, in 2009. Based on consultation with Cox Radio and other radio broadcasters, and giving weight to the current economic environment, the appraiser believes that an 8.0% decline is appropriate for 2009 revenue projections in each market. Consistent with other industry analysts, we have forecast a slight recovery beginning in 2010. Over the 10-year projection period, radio revenue growth rates have been projected to return to growth rates equal to the expected long-term growth rate in each market. The long-term growth rate have been estimated based on historical and expected performance in each market and are equal to or slightly below inflation. In determining radio revenue growth rates in each market, the appraiser has reviewed revenue growth forecasts from industry analysts including Kagan, Veronis Suhler, Morgan Stanley, and the Radio Advertising Bureau.

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Table 1

2008 Net Radio Revenue Projections
(Dollar amounts in thousands)

										Adj. Audience		Est. Adj.			Est. Adj.
	2007 YTD		2008 YTD		Sept. 07 -			2007		Share of Non-		2008			2008		Est. 2008		Est. 2008		Average
	MK Revs		MK Revs		Sept. 08			Gross MK		Reporting		Gross Total			Gross Total		NET Total		Kagan NET		2008 Net
Market	Thru Sept.		Thru Sept.		Growth			Revenues		Stations		Revenues			Revenues		Revenues1		Revenues1		Revenues
Athens2								Miller Kaplan Data Unavailable												N/A		N/A
Atlanta	$	278,837	$	240,107		-13.9	%	$	375,501	$	323,345		3.6	%	$	334,985	$	294,787	$	356,840	$	325,800
Birmingham		34,620		32,990		-4.7	%		46,972		44,760		10.8	%		49,595		43,643		43,736		43,700
Dayton		27,411		25,928		-5.4	%		37,333		35,313		7.8	%		38,068		33,500		35,376		34,400
Greenville		29,645		27,221		-8.2	%		39,376		36,156		11.6	%		40,350		35,508		39,776		37,600
Honolulu		27,038		26,429		-2.3	%		36,887		36,056		5.7	%		38,111		33,538		33,880		33,700
Houston		251,639		245,493		-2.4	%		337,832		329,581		10.3	%		363,528		319,904		334,840		327,400
Jacksonville		50,555		46,177		-8.7	%		67,319		61,489		4.0	%		63,949		56,275		59,752		58,000
Long Island		39,767		40,057		0.7	%		53,292		53,681		4.4	%		56,043		49,317		47,344		48,300
Louisville		37,262		35,683		-4.2	%		50,085		47,963		2.9	%		49,354		43,431		44,880		44,200
Miami		217,105		198,026		-8.8	%		295,869		269,868		6.3	%		286,870		252,446		267,784		260,100
Orlando		115,398		105,927		-8.2	%		153,346		140,761		8.4	%		152,584		134,274		120,912		127,600
Richmond		43,567		39,831		-8.6	%		57,543		52,609		1.3	%		53,292		46,897		52,448		49,700
San Antonio		76,506		78,527		2.6	%		101,721		104,408		8.8	%		113,596		99,964		101,992		101,000
Tampa		118,751		105,689		-11.0	%		158,154		140,758		9.0	%		153,426		135,015		137,808		136,400
Tulsa								Miller Kaplan Data Unavailable												42,680		42,700
Bridgeport								Miller Kaplan Data Unavailable												9,856		9,900
New Haven								Miller Kaplan Data Unavailable												16,808		16,800
Stamford-Norwalk								Miller Kaplan Data Unavailable												17,776		17,800

1	Athens is not a ranked radio market, and as such, there is no market revenue data available.
2	Gross revenues adjusted for agency commissions at a rate of 12.0%.

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Operating Profit Margins

     Operating profit margins are projected based upon the actual 2007 operating margin for each market cluster. Operating profits are divided by broadcast revenues, net of agency and representative commissions, to compute the operating profit margin.

     Due to the current pessimistic economic outlook for the radio broadcast industry, operating margins have generally been projected to remain flat, based on forecast year-end 2008 margins, over the term of these analyses. In a small number of instances, where the CXR cluster has historically under-performed, but where management has implemented certain revenue generating and cost- cutting measures, the margin has been forecast to increase. The operating margins in the Atlanta market are forecast to decrease over time and return to their historic norms.

Depreciation and Amortization

     Depreciation expense for each year has been determined using the MACRS schedule for 5, 7, 15, and 39 year property, based upon the reported cost of fixed assets present at the Cox stations. A provision has also been made for the intangible assets at the Cox stations, which are amortized over a 15-year period on a straight line basis for tax purposes.

Federal and State Tax Rates

     An estimated tax rate was applied to the projected taxable income of the Stations in each market. This estimated rate reflects the effective combined federal and state tax rates in effect as of December 31, 2008.

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Subsequent Capital Expenditures

     Subsequent annual capital expenditures were estimated based upon each markets historical and forecast capital expenditure levels. This is generally between 2.0% and 5.0% annually of the initial investment in property, plant, and equipment for each market. These expenditures are necessary in order to replace assets that become irreparable, technically obsolete, or for other reasons are no longer useful at the individual stations. Certain markets have extraordinary capital expenditures forecasted for 2008 related to signal and facility upgrades. The estimated cost of these upgrades has been included in the forecasts.

Changes in Working Capital

     After-tax cash flow was adjusted for changes in working capital. The change in working capital reflects the difference between current assets and current liabilities and the ability of the Stations to fund working capital needs. A rate of 12.3% of revenues was determined to be appropriate in calculating changes in working capital, which equates to a reserve of approximately 45 days of sales and reflects the fact that the radio broadcast industry is not working capital intensive.

Net After-Tax Cash Flow

     Net after-tax cash flow was determined in two steps. After taxes were subtracted from the Stations’ taxable income, non-cash depreciation and amortization expenses were added back to net income to yield after-tax cash flow. From the after-tax cash flow, the provision for subsequent capital expenditures was deducted to calculate net after-tax cash flows.

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Discount Rate

     As of December 31, 2008, the base discount rate for the radio broadcast industry was determined to be 10.5%. The discount rate is not specific to Cox Radio or to the Stations, but is based upon the rate that would be used by a typical market participant. A full analysis of the 10.5% discount is contained in Exhibit A.

Capitalization Rate

     The net after-tax cash flow was capitalized using a capitalization rate, resulting in a terminal value. The capitalization rate was determined by subtracting a long-term growth rate from the 10.5% discount rate. The long-term growth rates ranged from 1.0% to 2.5% based upon market conditions, anticipated station performance, forecasts prepared by Kagan Research, forecasts prepared by Cox, and discussions with Cox management.

Present Value of Terminal Value

     In the analyses, depreciation expenses were deducted from the Year 11 operating cash flow to determine taxable income. Income taxes, capital expenditures, and net changes in working capital were then deducted, and depreciation expense was added back, to determine an estimated after-tax free cash flow to use in perpetuity. The after-tax free cash flow was divided by a capitalization rate to determine the terminal value. This result was then discounted to present value at a rate of 10.5%. The fair value incorporates the cumulative present value of the net after-tax cash flows over the ten-year projection period, the discounted terminal value, and the present value of the tax benefit of the remaining intangible asset amortization in Years 11 through 15.

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Valuation Conclusion

     Based upon the analysis continued herein, the total fair market value of the subject Cox Radio stations has been determined to be approximately $1.16 billion. The table below summarizes the Cox Radio enterprise values, by market. In Exhibit B, two tables are presented for each market which detail the calculations underlying each valuation.

	Fair Market
Market	Value (000)
Athens1	$	29,793.0
Atlanta		325,953.4
Birmingham		33,477.5
Dayton		14,614.8
Greenville		13,459.7
Honolulu		9,419.6
Houston		79,608.3
Jacksonville		23,161.3
Long Island		68,917.0
Louisville		7,029.7
Miami		150,847.8
Orlando		159,719.4
Richmond		17,400.6
San Antonio		51,211.8
Tampa		99,237.8
Tulsa		33,529.7
Bridgeport		18,670.8
New Haven		23,854.0
Stamford-Norwalk		6,312.7
Total	$	1,166,218.8

1 The fair value in Athens reflects the fact that the WNGC signal could be moved to downtown Atlanta and compete in the 9^th ranked Atlanta market. While CXR does not plan to relocate the station because of its existing Atlanta cluster, any potential buyer of the station would almost certainly move WNGC into the Atlanta market and benefit from a significant increase in revenue potential. As such, the fair value has been based upon the appraised FCC license value, plus the associated net fixed assets.

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-9-

Comparable Sales Analysis

     The market approach, also known as the comparative sales or comparable sales method, establishes business values by comparing the traits of the subject business with those of companies or properties which are known to have been sold.

     In the current economic environment, where the credit crisis has effectively halted the flow of acquisition capital and resulted in an almost complete cessation of commercial radio transactions, it is more difficult than usual to ascertain the current value of radio broadcasting properties. The last three months have been particularly stark, with only five radio stations with measurable cash flows having changed hands since September 1. According to SNL Kagan, over the past five years, during the same three month time-period there have been an average of 66 transactions (radio and television) that were over $1.0 million. In 2008, there have been only 24 such transactions over the same three-month period.¹ Year-to-date, 494 commercial radio stations have changed hands, compared to 1,245 over the same time period in 2007 and 724 in 2006. Further clouding the comparable sales analysis, only 92 of the 494 radio stations sold in 2008 have had measurable cash flows, versus 513 in 2007. This small sample size makes it difficult to determine accurate trading multiples.

     In this environment, the appraiser believes that it is most instructive to examine a long-term history of transactional cash flow multiples that spans other economic downturns. The following charts, compiled from SNL Kagan’s Broadcast Investor: Deals and Finance newsletter, show the trend of cash flow multiples for AM and FM radio stations in three market brackets:

¹ SNLKagan Broadcast Investor: Deals & Finance, November 24, 2008

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AM Radio Multiples by Market Size

FM Radio Multiples by Market Size

     While average cash flow multiples have fluctuated over the last eight years, they have generally fallen within the range of 13x-15x cash flow. Only in the last two years have multiples fallen below 13x; even then the range is 11x- 13x. It is possible to trace this trend back even further; while data is unavailable to parse transactions between AM and FM stations, radio station sales multiples, by market size, have been compiled going back to 1983. As detailed in Table 2, even following the severe recession in the early-1990s, multiples for radio stations in large and mid-sized market did not fall below 7.5x cash flow. This long-term history indicates that even in weak economic climates and periods of limited transactions, 8x – 10x cash flow is in the lower range of normal radio station transaction multiples.

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-11-

Table 2

Historical Radio Station Transaction Multiples¹

¹ Compiled from data in Paul Kagan Associates, Broadcast Investor, February 22, 2001 and SNL Kagan, Radio Station Deals and Finance, 2007 Edition.

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-12-

The following table summarizes each CXR market’s appraised enterprise values and the value as a multiple of 2008 forecast cash flow:

					Multiple
	Enterprise				of 2008
Market	Value		2008 CF1		CF
Athens	$	29,785.3	$	524.5		35.6
Atlanta		325,953.4		45,872.9		7.1
Birmingham		33,477.5		4,706.7		7.1
Dayton		14,614.8		2,296.4		6.4
Greenville		13,459.7		1,960.1		6.9
Honolulu		9,419.6		1,349.9		7.0
Houston		79,608.3		10,049.8		7.9
Jacksonville		23,161.3		3,225.1		7.2
Long Island		68,917.0		8,759.8		7.9
Louisville		7,029.7		-10.6		-663.2
Miami		150,847.8		18,613.8		8.1
Orlando		159,719.4		19,780.3		8.1
Richmond		17,400.6		2,003.2		8.7
San Antonio		51,211.8		6,732.7		7.6
Tampa		99,237.8		12,426.2		8.0
Tulsa		33,529.7		4,727.0		7.1
Bridgeport		18,670.8		2,511.5		7.4
New Haven		23,854.0		3,311.6		7.2
Stamford-Norwalk		6,312.7		966.7		6.5
Total	$	1,155,099.1	$	149,807.6		7.7

     The fair market value falls above the range of historical multiples paid by purchasers of individual broadcast properties only in those two markets where the stations are under-performing, either by under-selling their audience share or having low operating margins relative to the industry and other CXR properties. In the case of the Louisville cluster, there is significant growth potential and the underlying value of the Stations is greater than would be indicated by typical cash flow multiples. In Athens, the fair value reflects the fact that one station, WNGC(FM), could be moved into the Atlanta market and thus has value to a third-party that is significantly greater than the implied value under the cash flows generated

¹ 2008 Forecast cash flows are based on information provided by CXR as of October 2008.

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-13-

by CXR. The majority of the markets have appraised fair values that fall within the range of typical transaction multiples. Overall, the indicated multiples of 7.7 times 2008 cash flows is in fact typically below the range of multiples paid by purchasers of individual broadcast properties.

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-14-

EXHIBIT A

WEIGHTED AVERAGE COST OF CAPITAL CALCULATION

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EXHIBIT A

Weighted Average Cost of Capital Calculation

As of December 31, 2008, the base discount rate for the radio broadcast industry was determined to be 10.5%. The discount rate is based on an after-tax rate determined using the Weighted Average Cost of Capital Model, as follows:

WACC = [Re x E] + [Rd x D]

where:
	WAAC	=	Weighted average cost of capital
	Re	=	Cost of equity
	Rd	=	Cost of debt
	E	=	Percentage of equity in capital structure
	D	=	Percentage of debt in capital structure

Cost of Equity

In this calculation, the cost of equity is determined using a build-up method using the formula:

Re = Rf + [Rp +[B x [Rm – Rf ]]]

where:
	Re	=	Cost of equity
	Rf	=	Rate of return on a risk-free security
	Rm	=	Long-term return on market
	Rp	=	Risk premium for small stocks
	B	=	Industry beta

and:

Risk-Free Return (Rf)

As is widely accepted, the risk-free return is based on the yields of U.S. Treasury securities as the instruments are considered to have the least risk of default. The duration of the security used should match the term of the discounted cash flow projection. As such, we have used the monthly average of the 10-year Treasury note as of November 2008.

Long-Term Market Return (Rm)

The 40-year average market return from the S&P 500 (1968-2007) was used to estimate the long-term return on the market. A 40-year time frame was deemed appropriate because it captures variations in long-term market returns while smoothing out the impact of business cycles and annual fluctuations. This time frame also reflects the uncertainty of the direction and magnitude of future yields on the market. A shorter time frame would not capture the long-term cyclicality of returns in the market. Additionally, while there is some

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debate on whether the expected return should be forward-looking, it is the appraiser’s opinion that employing a component that is predictive and subject to an array of assumptions adds an unnecessary level of uncertainty to the calculation.

Small Stock Risk Premium (Rp)

A risk premium for small stocks was added to incorporate the risk over and beyond the broad market average. The appraiser utilized the micro-cap size premium from Morningstar’s Stocks, Bonds, Bill and Inflation 2008 Classic Yearbook. The micro-cap bracket comprises companies in the 9^th and 10^th deciles of market capitalization.

Beta (B)

The beta measures how the return of a specific stock (or portfolio) correlates to the return of the financial market (or the index that stock is listed on) as a whole.

So:

				Source
Rf	=	3.53	%	10-year Treasury Note, Monthly Average 11/08
Rm	=	11.23	%	1968-2007 Average S&P 500 Returns
Rp	=	3.65	%	Micro-cap Size Premium, Morningstar SBBI 2008 Classic Yearbook
B	=	1.23

Then:
3.53% + [3.65% + [1.23 x [11.23% – 3.53%]]] = 16.65%

Re = 16.7%

Cost of Debt

The cost of debt capital is estimated at the rate that a typical purchaser of the Radio One radio stations would require on interest-bearing debt. In this analysis, it has been assumed that the most likely buyer would come from a pool of publicly-traded radio broadcast owners. Because interest on debt is tax deductible, the after-tax rate has been used in the calculation:

Rd = R x [1 – t]

where:
	Rd	=	After-tax cost of debt
	R	=	Pre-tax cost of debt/corporate borrowing rate
	t	=	Estimated tax rate

and:

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Pre-tax cost of debt (R)

As all of the peer companies currently have debt ratings that fall below investment-grade, indicating that their cost of debt would be higher than the average investor, we have estimated the pre-tax cost of debt to be reflective of current corporate BBB rated 7-10 year bond rate, which generally comports with the average debt rating from Moody’s for the subject companies. The daily average yield for the month of November was employed to mitigate the recent volatility in the returns.

Tax rate (t)

The tax rate is not Radio One specific and has been estimated as the effective tax rate for the peer group.

So:

				Source
R	=	10.31	%	Average Corporate BBB Bond Yield from 11/01/08 to 11/30/08 from the Merrill Lynch Corporate BBB 7-10 Year Bond Index
t	=	38.00	%	Estimated

Then:
10.31% x [1 – 38.0%] = 6.39%

Rd = 6.4%

WACC Conclusion

As follows from the above analysis, the appraiser estimates that as of December 31, 2008, the WACC for the radio broadcast industry is 10.5%:

WACC = [Re x E] + [Rd x D]

= [16.7% x 40.0%] + [6.4% x 60.0%]⁷

= 10.5%

A summary of the analysis and the companies used in the WACC calculation can be found in the following tables.

⁷ The average capital structure for the set of publicly-traded radio broadcast companies using SEC filing data available as of December 31, 2008 was 76.0% debt/24.0% equity. In order to reflect that the fair value of many of these companies’ debt is trading at less than face value and that the average capital structure is not consistent with the historical norms for these same companies, the appraiser has opted to use an estimated, normalized capital structure in the calculation of the WACC.

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EXHIBIT B

COX RADIO ENTERPRISE VALUE TABLES

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Table 1

Projected Athens, Georgia Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Projected Athens Revenues	$	1,437.5		$	4,334.1		$	7,295.7		$	10,367.2		$	12,085.2		$	12,387.3		$	12,697.0		$	13,014.4		$	13,339.8		$	13,673.3
Operating Profit Margin		3.9	%		11.6	%		19.3	%		27.0	%		34.7	%		38.6	%		38.6	%		38.6	%		38.6	%		38.6	%
Operating Cash Flow	$	56.1		$	502.8		$	1,408.1		$	2,799.1		$	4,193.6		$	4,781.5		$	4,901.0		$	5,023.6		$	5,149.2		$	5,277.9
Less: Depreciation		203.2			358.2			279.7			230.5			232.5			194.7			155.9			155.7			154.8			155.4
Less: Amortization		1,779.5			1,779.5			1,779.5			1,779.5			1,779.5			1,779.5			1,779.5			1,779.5			1,779.5			1,779.5
Taxable Income	$	(1,926.6	)	$	(1,634.9	)	$	(651.1	)	$	789.1		$	2,181.6		$	2,807.3		$	2,965.6		$	3,088.4		$	3,214.9		$	3,343.0
Income Taxes		0.0			0.0			0.0			0.0			0.0			594.9			1,126.9			1,173.6			1,221.7			1,270.3
Net Income	$	(1,926.6	)	$	(1,634.9	)	$	(651.1	)	$	789.1		$	2,181.6		$	2,212.4		$	1,838.7		$	1,914.8		$	1,993.2		$	2,072.7
Add Back: Depreciation and Amortization		1,982.7			2,137.7			2,059.2			2,010.0			2,012.0			1,974.2			1,935.4			1,935.2			1,934.3			1,934.9
After-Tax Cash Flow	$	56.1		$	502.8		$	1,408.1		$	2,799.1		$	4,193.6		$	4,186.6		$	3,774.1		$	3,850.0		$	3,927.5		$	4,007.6
Less: Change in Working Capital		176.8			356.3			364.3			377.8			211.3			37.2			38.1			39.0			40.0			41.0
Less: Capital Expenditures		3,115.2			104.8			104.8			104.8			104.8			104.8			104.8			104.8			104.8			104.8
Net After-Tax Cash Flow	$	(3,235.9	)	$	41.7		$	939.0		$	2,316.5		$	3,877.5		$	4,044.6		$	3,631.2		$	3,706.2		$	3,782.7		$	3,861.8
Present Value Net After-Tax Cash Flow @ 10.5%	$	(3,078.3	)	$	35.9		$	731.6		$	1,633.3		$	2,474.1		$	2,335.5		$	1,897.6		$	1,752.7		$	1,618.9		$	1,495.7
Cumulative Present Value Net After-Tax Cash Flow	$	(3,078.3	)	$	(3,042.4	)	$	(2,310.8	)	$	(677.5	)	$	1,796.6		$	4,132.1		$	6,029.7		$	7,782.4		$	9,401.3		$	10,897.0
Total Present Value Net After-Tax Cash Flow	$	10,897.0

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Table 2

Valuation of Athens, Georgia
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	5,277.9
Operating Cash Flow Growth Rate		2.5	%
Year 11 Terminal Operating Cash Flow	$	5,409.8
Less: Depreciation		155.4
Taxable Income	$	5,254.4
Tax Rate2		38.0	%
Income Taxes	$	1,996.7
Net Income	$	3,257.7
Plus: Depreciation		155.4
After-Tax Cash Flow		3,413.1
Less: Capital Expenditures	$	155.4
Less: Change in Working Capital		41.0
Estimated Perpetuity After-Tax Free Cash Flow	$	3,216.7
Discount Rate2		10.5	%
Long Term Growth Rate2		2.5	%
Capitalization Rate		8.0	%
Future Terminal Value	$	40,209.1
Discounted Terminal Value @ 10.5%2	$	14,815.0
Total Present Value Cash Flow1		10,897.0
Plus: Present Value Tax Benefit of Remaining Amortization		980.3
Total	$	26,692.3
Plus: Net Fixed Assets		3,093.0
Fair Market Value of Athens3	$	29,785.3

1	See previous table.
2	See text.
3	See Page 11.

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Table 3

Projected Atlanta, Georgia Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	299,736.0		$	301,234.7		$	304,247.0		$	308,810.7		$	314,986.9		$	322,861.6		$	330,933.1		$	339,206.4		$	347,686.6		$	356,378.8
Atlanta Market Revenue Share		30.4	%		30.4	%		30.4	%		30.4	%		30.4	%		30.4	%		30.4	%		30.4	%		30.4	%		30.4	%
Projected Atlanta Revenues	$	91,119.7		$	91,575.3		$	92,491.1		$	93,878.5		$	95,756.0		$	98,149.9		$	100,603.7		$	103,118.7		$	105,696.7		$	108,339.2
Operating Profit Margin		43.0	%		41.0	%		39.0	%		38.0	%		38.0	%		38.0	%		38.0	%		38.0	%		38.0	%		38.0	%
Operating Cash Flow	$	39,181.5		$	37,545.9		$	36,071.5		$	35,673.8		$	36,387.3		$	37,297.0		$	38,229.4		$	39,185.1		$	40,164.7		$	41,168.9
Less: Depreciation		2,992.2			4,959.3			3,313.5			2,316.2			2,331.5			1,635.1			908.1			839.1			764.6			770.3
Less: Amortization		20,507.4			20,507.4			20,507.4			20,507.4			20,507.4			20,507.4			20,507.4			20,507.4			20,507.4			20,507.4
Taxable Income	$	15,681.9		$	12,079.2		$	12,250.6		$	12,850.2		$	13,548.4		$	15,154.5		$	16,813.9		$	17,838.6		$	18,892.7		$	19,891.2
Income Taxes		5,959.1			4,590.1			4,655.2			4,883.1			5,148.4			5,758.7			6,389.3			6,778.7			7,179.2			7,558.7
Net Income	$	9,722.8		$	7,489.1		$	7,595.4		$	7,967.1		$	8,400.0		$	9,395.8		$	10,424.6		$	11,059.9		$	11,713.5		$	12,332.5
Add Back: Depreciation and Amortization		23,499.6			25,466.7			23,820.9			22,823.6			22,838.9			22,142.5			21,415.5			21,346.5			21,272.0			21,277.7
After-Tax Cash Flow	$	33,222.4		$	32,955.8		$	31,416.3		$	30,790.7		$	31,238.9		$	31,538.3		$	31,840.1		$	32,406.4		$	32,985.5		$	33,610.2
Less: Change in Working Capital		(976.8	)		56.0			112.6			170.7			230.9			294.4			301.8			309.3			317.1			325.0
Less: Capital Expenditures		844.3			844.3			844.3			844.3			844.3			844.3			844.3			844.3			844.3			844.3
Net After-Tax Cash Flow	$	33,354.9		$	32,055.5		$	30,459.4		$	29,775.7		$	30,163.7		$	30,399.6		$	30,694.0		$	31,252.8		$	31,824.1		$	32,440.9
Present Value Net After-Tax Cash Flow @ 10.5%	$	31,730.6		$	27,596.8		$	23,730.9		$	20,994.0		$	19,246.6		$	17,553.9		$	16,039.8		$	14,779.9		$	13,620.0		$	12,564.7
Cumulative Present Value Net After-Tax Cash Flow	$	31,730.6		$	59,327.4		$	83,058.3		$	104,052.3		$	123,298.9		$	140,852.8		$	156,892.6		$	171,672.5		$	185,292.5		$	197,857.2
Total Present Value Net After-Tax Cash Flow	$	197,857.2

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Table 4

Valuation of Atlanta, Georgia
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	41,168.9
Operating Cash Flow Growth Rate		2.5	%
Year 11 Terminal Operating Cash Flow	$	42,198.1
Less: Depreciation		770.3
Taxable Income	$	41,427.8
Tax Rate2		38.0	%
Income Taxes	$	15,742.6
Net Income	$	25,685.2
Plus: Depreciation		770.3
After-Tax Cash Flow		26,455.5
Less: Capital Expenditures	$	770.3
Less: Change in Working Capital		325.0
Estimated Perpetuity After-Tax Free Cash Flow	$	25,360.2
Discount Rate2		10.5	%
Long Term Growth Rate2		2.5	%
Capitalization Rate		8.0	%
Future Terminal Value	$	317,003.0
Discounted Terminal Value @ 10.5%2	$	116,799.4
Total Present Value Cash Flow1		197,857.2
Plus: Present Value Tax Benefit of Remaining Amortization		11,296.8
Fair Market Value of Atlanta	$	325,953.4

1	See previous table.
2	See text.

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Table 5

Projected Birmingham, Alabama Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	40,204.0		$	40,364.8		$	40,687.7		$	41,176.0		$	41,834.8		$	42,671.5		$	43,524.9		$	44,395.4		$	45,283.3		$	46,189.0
Birmingham Market Revenue Share		47.2	%		47.5	%		47.8	%		48.0	%		48.0	%		48.0	%		48.0	%		48.0	%		48.0	%		48.0	%
Projected Birmingham Revenues	$	18,976.3		$	19,173.3		$	19,448.7		$	19,764.5		$	20,080.7		$	20,482.3		$	20,892.0		$	21,309.8		$	21,736.0		$	22,170.7
Operating Profit Margin		22.7	%		22.7	%		22.7	%		22.7	%		22.7	%		22.7	%		22.7	%		22.7	%		22.7	%		22.7	%
Operating Cash Flow	$	4,307.6		$	4,352.3		$	4,414.9		$	4,486.5		$	4,558.3		$	4,649.5		$	4,742.5		$	4,837.3		$	4,934.1		$	5,032.7
Less: Depreciation		1,745.8			2,950.1			2,075.3			1,536.0			1,514.5			1,181.5			826.6			736.7			643.0			647.1
Less: Amortization		1,310.3			1,310.3			1,310.3			1,310.3			1,310.3			1,310.3			1,310.3			1,310.3			1,310.3			1,310.3
Taxable Income	$	1,251.5		$	91.9		$	1,029.3		$	1,640.2		$	1,733.5		$	2,157.7		$	2,605.6		$	2,790.3		$	2,980.8		$	3,075.3
Income Taxes		479.3			35.2			394.2			628.2			663.9			826.4			997.9			1,068.7			1,141.6			1,177.8
Net Income	$	772.2		$	56.7		$	635.1		$	1,012.0		$	1,069.6		$	1,331.3		$	1,607.7		$	1,721.6		$	1,839.2		$	1,897.5
Add Back: Depreciation and Amortization		3,056.1			4,260.4			3,385.6			2,846.3			2,824.8			2,491.8			2,136.9			2,047.0			1,953.3			1,957.4
After-Tax Cash Flow	$	3,828.3		$	4,317.1		$	4,020.7		$	3,858.3		$	3,894.4		$	3,823.1		$	3,744.6		$	3,768.6		$	3,792.5		$	3,854.9
Less: Change in Working Capital		(217.9	)		24.2			33.9			38.8			38.9			49.4			50.4			51.4			52.4			53.5
Less: Capital Expenditures		594.9			594.9			594.9			594.9			594.9			594.9			594.9			594.9			594.9			594.9
Net After-Tax Cash Flow	$	3,451.3		$	3,698.0		$	3,391.9		$	3,224.6		$	3,260.6		$	3,178.8		$	3,099.3		$	3,122.3		$	3,145.2		$	3,206.5
Present Value Net After-Tax Cash Flow @ 10.5%	$	3,283.2		$	3,183.6		$	2,642.7		$	2,273.5		$	2,080.5		$	1,835.6		$	1,619.6		$	1,476.6		$	1,346.1		$	1,241.9
Cumulative Present Value Net After-Tax Cash Flow	$	3,283.2		$	6,466.8		$	9,109.5		$	11,383.0		$	13,463.5		$	15,299.1		$	16,918.7		$	18,395.3		$	19,741.4		$	20,983.3
Total Present Value Net After-Tax Cash Flow	$	20,983.3

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Table 6

Valuation of Birmingham, Alabama
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	5,032.7
Operating Cash Flow Growth Rate		2.0	%
Year 11 Terminal Operating Cash Flow	$	5,133.4
Less: Depreciation		647.1
Taxable Income	$	4,486.3
Tax Rate2		38.3	%
Income Taxes	$	1,718.3
Net Income	$	2,768.0
Plus: Depreciation		647.1
After-Tax Cash Flow		3,415.1
Less: Capital Expenditures	$	647.1
Less: Change in Working Capital		53.5
Estimated Perpetuity After-Tax Fee Cash Flow	$	2,714.5
Discount Rate2		10.5	%
Long Term Growth Rate2		2.0	%
Capitalization Rate		8.5	%
Future Terminal Value	$	31,935.8
Discounted Terminal Value @ 10.5%2	$	11,766.7
Total Present Value Cash Flow1		20,983.3
Plus: Present Value Tax Benefit of Remaining Amortization		727.5
Fair Market Value of Birmingham	$	33,477.5

1	See previous table.
2	See text.

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Table 7

Projected Dayton, Ohio Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	31,648.0		$	31,711.3		$	31,838.1		$	32,029.1		$	32,285.3		$	32,608.2		$	32,934.3		$	33,263.6		$	33,596.2		$	33,932.2
Dayton Market Revenue Share		24.6	%		24.6	%		24.6	%		24.6	%		24.6	%		24.6	%		24.6	%		24.6	%		24.6	%		24.6	%
Projected Dayton Revenues	$	7,785.4		$	7,801.0		$	7,832.2		$	7,879.2		$	7,942.2		$	8,021.6		$	8,101.8		$	8,182.8		$	8,264.7		$	8,347.3
Operating Profit Margin		25.0	%		25.0	%		25.0	%		25.0	%		25.0	%		25.0	%		25.0	%		25.0	%		25.0	%		25.0	%
Operating Cash Flow	$	1,946.4		$	1,950.3		$	1,958.1		$	1,969.8		$	1,985.6		$	2,005.4		$	2,025.5		$	2,045.7		$	2,066.2		$	2,086.8
Less: Depreciation		650.4			1,080.2			725.4			508.8			504.5			361.1			211.4			186.9			161.3			162.5
Less: Amortization		735.6			735.6			735.6			735.6			735.6			735.6			735.6			735.6			735.6			735.6
Taxable Income	$	560.4		$	134.5		$	497.1		$	725.4		$	745.5		$	908.7		$	1,078.5		$	1,123.2		$	1,169.3		$	1,188.7
Income Taxes		221.9			53.3			196.9			287.3			295.2			359.8			427.1			444.8			463.0			470.7
Net Income	$	338.5		$	81.2		$	300.2		$	438.1		$	450.3		$	548.9		$	651.4		$	678.4		$	706.3		$	718.0
Add Back: Depreciation and Amortization		1,386.0			1,815.8			1,461.0			1,244.4			1,240.1			1,096.7			947.0			922.5			896.9			898.1
After-Tax Cash Flow	$	1,724.5		$	1,897.0		$	1,761.2		$	1,682.5		$	1,690.4		$	1,645.6		$	1,598.4		$	1,600.9		$	1,603.2		$	1,616.1
Less: Change in Working Capital		(82.4	)		1.9			3.8			5.8			7.7			9.8			9.9			10.0			10.1			10.2
Less: Capital Expenditures		178.9			178.9			178.9			178.9			178.9			178.9			178.9			178.9			178.9			178.9
Net After-Tax Cash Flow	$	1,628.0		$	1,716.2		$	1,578.5		$	1,497.8		$	1,503.8		$	1,456.9		$	1,409.6		$	1,412.0		$	1,414.2		$	1,427.0
Present Value Net After-Tax Cash Flow @ 10.5%	$	1,548.7		$	1,477.5		$	1,229.8		$	1,056.1		$	959.5		$	841.3		$	736.6		$	667.8		$	605.3		$	552.7
Cumulative Present Value Net After-Tax Cash Flow	$	1,548.7		$	3,026.2		$	4,256.0		$	5,312.1		$	6,271.6		$	7,112.9		$	7,849.5		$	8,517.3		$	9,122.6		$	9,675.3
Total Present Value Net After-Tax Cash Flow	$	9,675.3

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Table 8

Valuation of Dayton, Ohio
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	2,086.8
Operating Cash Flow Growth Rate		1.0	%
Year 11 Terminal Operating Cash Flow	$	2,107.7
Less: Depreciation		162.5
Taxable Income	$	1,945.2
Tax Rate2		39.6	%
Income Taxes	$	770.3
Net Income	$	1,174.9
Plus: Depreciation		162.5
After-Tax Cash Flow		1,337.4
Less: Capital Expenditures	$	162.5
Less: Change in Working Capital		10.2
Estimated Perpetuity After-Tax Fee Cash Flow	$	1,64.7
Discount Rate2		10.5	%
Long Term Growth Rate2		1.0	%
Capitalization Rate		9.5	%
Future Terminal Value	$	12,260.0
Discounted Terminal Value @ 10.5%2	$	4,517.2
Total Present Value Cash Flow1		9,675.3
Plus: Present Value Tax Benefit of Remaining Amortization		422.3
Fair Market Value of Dayton	$	14,614.8

1	See previous table.
2	See text.

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Table 9

Projected Greenville, South Carolina Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	34,592.0		$	34,695.8		$	34,904.0		$	35,218.1		$	35,640.7		$	36,175.3		$	36,717.9		$	37,268.7		$	37,827.7		$	38,395.1
Greenville Market Revenue Share		18.2	%		18.2	%		18.2	%		18.2	%		18.2	%		18.2	%		18.2	%		18.2	%		18.2	%		18.2	%
Projected Greenville Revenues	$	6,295.7		$	6,314.6		$	6,352.5		$	6,409.7		$	6,486.6		$	6,583.9		$	6,682.7		$	6,782.9		$	6,884.6		$	6,987.9
Operating Profit Margin		28.6	%		28.6	%		28.6	%		28.6	%		28.6	%		28.6	%		28.6	%		28.6	%		28.6	%		28.6	%
Operating Cash Flow	$	1,800.6		$	1,806.0		$	1,816.8		$	1,833.2		$	1,855.2		$	1,883.0		$	1,911.3		$	1,939.9		$	1,969.0		$	1,998.5
Less: Depreciation		809.5			1,320.7			841.1			549.1			535.3			336.8			135.9			110.6			84.9			85.4
Less: Amortization		681.9			681.9			681.9			681.9			681.9			681.9			681.9			681.9			681.9			681.9
Taxable Income	$	309.2		$	(196.6	)	$	293.8		$	602.2		$	638.0		$	864.3		$	1,093.5		$	1,147.4		$	1,202.2		$	1,231.2
Income Taxes		115.3			0.0			36.3			224.6			238.0			322.4			407.9			428.0			448.4			459.2
Net Income	$	193.9		$	(196.6	)	$	257.5		$	377.6		$	400.0		$	541.9		$	685.6		$	719.4		$	753.8		$	772.0
Add Back: Depreciation and Amortization		1,491.4			2,002.6			1,523.0			1,231.0			1,217.2			1,018.7			817.8			792.5			766.8			767.3
After-Tax Cash Flow	$	1,685.3		$	1,806.0		$	1,780.5		$	1,608.6		$	1,617.2		$	1,560.6		$	1,503.4		$	1,511.9		$	1,520.6		$	1,539.3
Less: Change in Working Capital		(69.2	)		2.3			4.7			7.0			9.5			12.0			12.2			12.3			12.5			12.7
Less: Capital Expenditures		1,923.5			73.5			73.5			73.5			73.5			73.5			73.5			73.5			73.5			73.5
Net After-Tax Cash Flow	$	(169.0	)	$	1,730.2		$	1,702.3		$	1,528.1		$	1,534.2		$	1,475.1		$	1,417.7		$	1,426.1		$	1,434.6		$	1,453.1
Present Value Net After-Tax Cash Flow @ 10.5%	$	(160.8	)	$	1,489.5		$	1,326.3		$	1,077.4		$	979.0		$	851.8		$	740.9		$	674.4		$	614.0		$	562.8
Cumulative Present Value Net After-Tax Cash Flow	$	(160.8	)	$	1,328.7		$	2,655.0		$	3,732.4		$	4,711.4		$	5,563.2		$	6,304.1		$	6,978.5		$	7,592.5		$	8,155.3
Total Present Value Net After-Tax Cash Flow	$	8,155.3

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Table 10

Valuation of Greenville, South Carolina
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	1,998.5
Operating Cash Flow Growth Rate		1.5	%
Year 11 Terminal Operating Cash Flow	$	2,028.5
Less: Depreciation		85.4
Taxable Income	$	1,943.1
Tax Rate2		37.3	%
Income Taxes	$	724.8
Net Income	$	1,218.3
Plus: Depreciation		85.4
After-Tax Cash Flow		1,303.7
Less: Capital Expenditures	$	85.4
Less: Change in Working Capital		12.7
Estimated Perpetuity After-Tax Free Cash Flow	$	1,205.6
Discount Rate2		10.5	%
Long Term Growth Rate2		1.5	%
Capitalization Rate		9.0	%
Future Terminal Value	$	13,395.8
Discounted Terminal Value @ 10.5%2	$	4,935.7
Total Present Value Cash Flow1		8,155.3
Plus: Present Value Tax Benefit of Remaining Amortization		368.7
Fair Market Value of Greenville	$	13,459.7

1	See previous table.
2	See text.

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Table 11

Projected Honolulu, Hawaii Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	31,004.0		$	31,159.0		$	31,470.6		$	31,942.7		$	32,581.6		$	33,396.1		$	34,231.0		$	35,086.8		$	35,964.0		$	36,863.1
Honolulu Market Revenue Share		27.9	%		27.9	%		27.9	%		27.9	%		27.9	%		27.9	%		27.9	%		27.9	%		27.9	%		27.9	%
Projected Honolulu Revenues	$	8,650.1		$	8,693.4		$	8,780.3		$	8,912.0		$	9,090.3		$	9,317.5		$	9,550.4		$	9,789.2		$	10,034.0		$	10,284.8
Operating Profit Margin		14.4	%		14.4	%		14.4	%		14.4	%		14.4	%		14.4	%		14.4	%		14.4	%		14.4	%		14.4	%
Operating Cash Flow	$	1,245.6		$	1,251.8		$	1,264.4		$	1,283.3		$	1,309.0		$	1,341.7		$	1,375.3		$	1,409.6		$	1,444.9		$	1,481.0
Less: Depreciation		1,258.0			2,090.2			1,402.6			978.3			946.4			684.9			413.3			343.0			271.0			272.9
Less: Amortization		128.6			128.6			128.6			128.6			128.6			128.6			128.6			128.6			128.6			128.6
Taxable Income	$	(141.0	)	$	(967.0	)	$	(266.8	)	$	176.4		$	234.0		$	528.2		$	833.4		$	938.0		$	1,045.3		$	1,079.5
Income Taxes		0.0			0.0			0.0			0.0			0.0			0.0			151.7			358.3			399.3			412.4
Net Income	$	(141.0	)	$	(967.0	)	$	(266.8	)	$	176.4		$	234.0		$	528.2		$	681.7		$	579.7		$	646.0		$	667.1
Add Back: Depreciation and Amortization		1,386.6			2,218.8			1,531.2			1,106.9			1,075.0			813.5			541.9			471.6			399.6			401.5
After-Tax Cash Flow	$	1,245.6		$	1,251.8		$	1,264.4		$	1,283.3		$	1,309.0		$	1,341.7		$	1,223.6		$	1,051.3		$	1,045.6		$	1,068.6
Less: Change in Working Capital		(92.3	)		5.3			10.7			16.2			21.9			27.9			28.6			29.4			30.1			30.8
Less: Capital Expenditures		283.7			283.7			283.7			283.7			283.7			283.7			283.7			283.7			283.7			283.7
Net After-Tax Cash Flow	$	1,054.2		$	962.8		$	970.0		$	983.4		$	1,003.4		$	1,030.1		$	911.3		$	738.2		$	731.8		$	754.1
Present Value Net After-Tax Cash Flow @ 10.5%	$	1,002.8		$	828.9		$	755.7		$	693.4		$	640.2		$	594.8		$	476.2		$	349.1		$	313.2		$	292.1
Cumulative Present Value Net After-Tax Cash Flow	$	1,002.8		$	1,831.7		$	2,587.4		$	3,280.8		$	3,921.0		$	4,515.8		$	4,992.0		$	5,341.1		$	5,654.3		$	5,946.4
Total Present Value Net After-Tax Cash Flow	$	5,946.4

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Table 12

Valuation of Honolulu, Hawaii
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	1,481.0
Operating Cash Flow Growth Rate		2.5	%
Year 11 Terminal Operating Cash Flow	$	1,518.0
Less: Depreciation		272.9
Taxable Income	$	1,245.1
Tax Rate2		38.2	%
Income Taxes	$	475.6
Net Income	$	769.5
Plus: Depreciation		272.9
After-Tax Cash Flow		1,042.4
Less: Capital Expenditures	$	272.9
Less: Change in Working Capital		30.8
Estimated Perpetuity After-Tax Free Cash Flow	$	738.7
Discount Rate2		10.5	%
Long Term Growth Rate2		2.5	%
Capitalization Rate		8.0	%
Future Terminal Value	$	9,233.4
Discounted Terminal Value @ 10.5%2	$	3,402.0
Total Present Value Cash Flow1		5,946.4
Plus: Present Value Tax Benefit of Remaining Amortization		71.2
Fair Market Value of Honolulu	$	9,419.6

1	See previous table.
2	See text.

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Table 13

Projected Houston, Texas Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	301,208.0		$	302,412.8		$	304,832.1		$	308,490.1		$	313,425.9		$	319,694.4		$	326,088.3		$	332,610.1		$	339,262.3		$	346,047.5
Houston Market Revenue Share		8.6	%		8.6	%		8.6	%		8.6	%		8.6	%		8.6	%		8.6	%		8.6	%		8.6	%		8.6	%
Projected Houston Revenues	$	25,903.9		$	26,007.5		$	26,215.6		$	26,530.1		$	26,954.6		$	27,493.7		$	28,043.6		$	28,604.5		$	29,176.6		$	29,760.1
Operating Profit Margin		35.0	%		35.0	%		35.0	%		35.0	%		35.0	%		35.0	%		35.0	%		35.0	%		35.0	%		35.0	%
Operating Cash Flow	$	9,066.4		$	9,102.6		$	9,175.5		$	9,285.5		$	9,434.1		$	9,622.8		$	9,815.3		$	10,011.6		$	10,211.8		$	10,416.0
Less: Depreciation		2,128.9			3,528.5			2,357.8			1,648.7			1,661.1			1,165.8			648.0			599.5			547.1			551.2
Less: Amortization		4,535.8			4,535.8			4,535.8			4,535.8			4,535.8			4,535.8			4,535.8			4,535.8			4,535.8			4,535.8
Taxable Income	$	2,401.7		$	1,038.3		$	2,281.9		$	3,101.0		$	3,237.2		$	3,921.2		$	4,631.5		$	4,876.3		$	5,128.9		$	5,329.0
Income Taxes		833.4			360.3			791.8			1,076.0			1,123.3			1,360.7			1,607.1			1,692.1			1,779.7			1,849.2
Net Income	$	1,568.3		$	678.0		$	1,490.1		$	2,025.0		$	2,113.9		$	2,560.5		$	3,024.4		$	3,184.2		$	3,349.2		$	3,479.8
Add Back: Depreciation and Amortization		6,664.7			8,064.3			6,893.6			6,184.5			6,196.9			5,701.6			5,183.8			5,135.3			5,082.9			5,087.0
After-Tax Cash Flow	$	8,233.0		$	8,742.3		$	8,383.7		$	8,209.5		$	8,310.8		$	8,262.1		$	8,208.2		$	8,319.5		$	8,432.1		$	8,566.8
Less: Change in Working Capital		(288.5	)		12.7			25.6			38.7			52.2			66.3			67.6			69.0			70.4			71.8
Less: Capital Expenditures		600.4			600.4			600.4			600.4			600.4			600.4			600.4			600.4			600.4			600.4
Net After-Tax Cash Flow	$	7,921.1		$	8,129.2		$	7,757.7		$	7,570.4		$	7,658.2		$	7,595.4		$	7,540.2		$	7,650.1		$	7,761.3		$	7,894.6
Present Value Net After-Tax Cash Flow @ 10.5%	$	7,535.4		$	6,998.5		$	6,044.0		$	5,337.7		$	4,886.5		$	4,385.9		$	3,940.3		$	3,617.8		$	3,321.7		$	3,057.7
Cumulative Present Value Net After-Tax Cash Flow	$	7,535.4		$	14,533.9		$	20,577.9		$	25,915.6		$	30,802.1		$	35,188.0		$	39,128.3		$	42,746.1		$	46,067.8		$	49,125.5
Total Present Value Net After-Tax Cash Flow	$	49,125.5

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Table 14

Valuation of Houston, Texas
(Income Approach)
(Dollar Amounts Shown In Thousands)

Year 10 Operating Cash Flow1	$	10,416.0
Operating Cash Flow Growth Rate		2.0	%
Year 11 Terminal Operating Cash Flow	$	10,624.3
Less: Depreciation		551.2
Taxable Income	$	10,073.1
Tax Rate2		34.7	%
Income Taxes	$	3,495.4
Net Income	$	6,577.7
Plus: Depreciation		551.2
After-Tax Cash Flow		7,128.9
Less: Capital Expenditures	$	551.2
Less: Change in Working Capital		71.8
Estimated Perpetuity After-Tax Free Cash Flow	$	6,505.9
Discount Rate2		10.5	%
Long Term Growth Rate2		2.0	%
Capitalization Rate		8.5	%
Future Terminal Value	$	76,540.4
Discounted Terminal Value @ 10.5%2	$	28,201.2
Total Present Value Cash Flow1		49,125.5
Plus: Present Value Tax Benefit of Remaining Amortization		2,281.6
Fair Market Value of Houston	$	79,608.3

1	See previous table.
2	See text.

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Table 15

Projected Jacksonville, Florida Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	53,360.0		$	53,626.8		$	54,163.1		$	54,975.5		$	56,075.0		$	57,476.9		$	58,913.8		$	60,386.6		$	61,896.3		$	63,443.7
Jacksonville Market Revenue Share		31.9	%		31.9	%		31.9	%		31.9	%		31.9	%		31.9	%		31.9	%		31.9	%		31.9	%		31.9	%
Projected Jacksonville Revenues	$	17,021.8		$	17,106.9		$	17,278.0		$	17,537.2		$	17,887.9		$	18,335.1		$	18,793.5		$	19,263.3		$	19,744.9		$	20,238.5
Operating Profit Margin		17.4	%		17.4	%		17.4	%		17.4	%		17.4	%		17.4	%		17.4	%		17.4	%		17.4	%		17.4	%
Operating Cash Flow	$	2,961.8		$	2,976.6		$	3,006.4		$	3,051.5		$	3,112.5		$	3,190.3		$	3,270.1		$	3,351.8		$	3,435.6		$	3,521.5
Less: Depreciation		1,621.3			2,718.6			1,874.7			1,359.3			1,351.9			1,011.7			654.3			594.5			531.7			534.9
Less: Amortization		685.1			685.1			685.1			685.1			685.1			685.1			685.1			685.1			685.1			685.1
Taxable Income	$	655.4		$	(427.1	)	$	446.6		$	1,007.1		$	1,075.5		$	1,493.5		$	1,930.7		$	2,072.2		$	2,218.8		$	2,301.5
Income Taxes		246.4			0.0			7.3			378.7			404.4			561.6			725.9			779.1			834.3			865.4
Net Income	$	409.0		$	(427.1	)	$	439.3		$	628.4		$	671.1		$	931.9		$	1,204.8		$	1,293.1		$	1,384.5		$	1,436.1
Add Back: Depreciation and Amortization		2,306.4			3,403.7			2,559.8			2,044.4			2,037.0			1,696.8			1,339.4			1,279.6			1,216.8			1,220.0
After-Tax Cash Flow	$	2,715.4		$	2,976.6		$	2,999.1		$	2,672.8		$	2,708.1		$	2,628.7		$	2,544.2		$	2,572.7		$	2,601.3		$	2,656.1
Less: Change in Working Capital		(185.2	)		10.5			21.0			31.9			43.1			55.0			56.4			57.8			59.2			60.7
Less: Capital Expenditures		479.7			479.7			479.7			479.7			479.7			479.7			479.7			479.7			479.7			479.7
Net After-Tax Cash Flow	$	2,420.9		$	2,486.4		$	2,498.4		$	2,161.2		$	2,185.3		$	2,094.0		$	2,008.1		$	2,035.2		$	2,062.4		$	2,115.7
Present Value Net After-Tax Cash Flow @ 10.5%	$	2,303.0		$	2,140.6		$	1,946.5		$	1,523.8		$	1,394.4		$	1,209.2		$	1,049.4		$	962.5		$	882.6		$	819.4
Cumulative Present Value Net After-Tax Cash Flow	$	2,303.0		$	4,443.6		$	6,390.1		$	7,913.9		$	9,308.3		$	10,517.5		$	11,566.9		$	12,529.4		$	13,412.0		$	14,231.4
Total Present Value Net After-Tax Cash Flow	$	14,231.4

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Table 16

Valuation of Jacksonville, Florida
(Income Approach)
(Dollar Amounts Shown In Thousands)

Year 10 Operating Cash Flow1	$	3,521.5
Operating Cash Flow Growth Rate		2.5	%
Year 11 Terminal Operating Cash Flow	$	3,609.5
Less: Depreciation		534.9
Taxable Income	$	3,074.6
Tax Rate2		37.6	%
Income Taxes	$	1,156.0
Net Income	$	1,918.6
Plus: Depreciation		534.9
After-Tax Cash Flow		2,453.5
Less: Capital Expenditures	$	534.9
Less: Change in Working Capital		60.7
Estimated Perpetuity After-Tax Free Cash Flow	$	1,857.9
Discount Rate2		10.5	%
Long Term Growth Rate2		2.5	%
Capitalization Rate		8.0	%
Future Terminal Value	$	23,223.1
Discounted Terminal Value @ 10.5%2	$	8,556.5
Total Present Value Cash Flow1		14,231.4
Plus: Present Value Tax Benefit of Remaining Amortization		373.4
Fair Market Value of Jacksonville	$	23,161.3

1	See previous table.
2	See text.

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Table 17

Projected Long Island, New York Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	44,436.0		$	44,658.2		$	45,104.8		$	45,781.4		$	46,697.0		$	47,864.4		$	49,061.0		$	50,287.5		$	51,544.7		$	52,833.3
Long Island Market Revenue Share		41.0	%		41.0	%		41.0	%		41.0	%		41.0	%		41.0	%		41.0	%		41.0	%		41.0	%		41.0	%
Projected Long Island Revenues	$	18,218.8		$	18,309.9		$	18,493.0		$	18,770.4		$	19,145.8		$	19,624.4		$	20,115.0		$	20,617.9		$	21,133.3		$	21,661.7
Operating Profit Margin		43.5	%		43.5	%		43.5	%		43.5	%		43.5	%		43.5	%		43.5	%		43.5	%		43.5	%		43.5	%
Operating Cash Flow	$	7,925.2		$	7,964.8		$	8,044.5		$	8,165.1		$	8,328.4		$	8,536.6		$	8,750.0		$	8,968.8		$	9,193.0		$	9,422.8
Less: Depreciation		874.5			1,523.2			1,157.3			929.8			935.8			804.9			653.1			600.9			544.9			548.8
Less: Amortization		4,179.0			4,179.0			4,179.0			4,179.0			4,179.0			4,179.0			4,179.0			4,179.0			4,179.0			4,179.0
Taxable Income	$	2,871.7		$	2,262.6		$	2,708.2		$	3,056.3		$	3,213.6		$	3,552.7		$	3,917.9		$	4,188.9		$	4,469.1		$	4,695.0
Income Taxes		1,120.0			882.4			1,056.2			1,192.0			1,253.3			1,385.6			1,528.0			1,633.7			1,742.9			1,831.1
Net Income	$	1,751.7		$	1,380.2		$	1,652.0		$	1,864.3		$	1,960.3		$	2,167.1		$	2,389.9		$	2,555.2		$	2,726.2		$	2,863.9
Add Back: Depreciation and Amortization		5,053.5			5,702.2			5,336.3			5,108.8			5,114.8			4,983.9			4,832.1			4,779.9			4,723.9			4,727.8
After-Tax Cash Flow	$	6,805.2		$	7,082.4		$	6,988.3		$	6,973.1		$	7,075.1		$	7,151.0		$	7,222.0		$	7,335.1		$	7,450.1		$	7,591.7
Less: Change in Working Capital		(209.0	)		11.2			22.5			34.1			46.2			58.9			60.3			61.9			63.4			65.0
Less: Capital Expenditures		578.5			578.5			578.5			578.5			578.5			578.5			578.5			578.5			578.5			578.5
Net After-Tax Cash Flow	$	6,435.7		$	6,492.7		$	6,387.3		$	6,360.5		$	6,450.4		$	6,513.6		$	6,583.2		$	6,694.7		$	6,808.2		$	6,948.2
Present Value Net After-Tax Cash Flow @ 10.5%	$	6,122.3		$	5,589.6		$	4,976.3		$	4,484.6		$	4,115.8		$	3,761.2		$	3,440.2		$	3,166.0		$	2,913.8		$	2,691.1
Cumulative Present Value Net After-Tax Cash Flow	$	6,122.3		$	11,711.9		$	16,688.2		$	21,172.8		$	25,288.6		$	29,049.8		$	32,490.0		$	35,656.0		$	38,569.8		$	41,260.9
Total Present Value Net After-Tax Cash Flow	$	41,260.9

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Table 18

Valuation of Long Island, New York
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	9,422.8
Operating Cash Flow Growth Rate		2.5	%
Year 11 Terminal Operating Cash Flow	$	9,658.4
Less: Depreciation		548.8
Taxable Income	$	9,109.6
Tax Rate2		39.0	%
Income Taxes	$	3,552.7
Net Income	$	5,556.9
Plus: Depreciation		548.8
After-Tax Cash Flow	$	6,105.7
Less: Capital Expenditures	$	548.8
Less: Change in Working Capital		65.0
Estimated Perpetuity After-Tax Free Cash Flow	$	5,491.9
Discount Rate2		10.5	%
Long Term Growth Rate2		2.5	%
Capitalization Rate		8.0	%
Future Terminal Value	$	68,648.2
Discounted Terminal Value @ 10.5%2	$	25,293.4
Total Present Value Cash Flow1		41,260.9
Plus: Present Value Tax Benefit of Remaining Amortization		2,362.7
Fair Market Value of Long Island	$	68,917.0

1	See previous table.
2	See text.

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Table 19

Projected Louisville, Kentucky Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	40,664.0		$	40,786.0		$	41,030.7		$	41,400.0		$	41,896.8		$	42,525.3		$	43,163.2		$	43,810.6		$	44,467.8		$	45,134.8
Louisville Market Revenue Share		14.4	%		14.4	%		14.4	%		14.4	%		14.4	%		14.4	%		14.4	%		14.4	%		14.4	%		14.4	%
Projected Louisville Revenues	$	5,855.6		$	5,873.2		$	5,908.4		$	5,961.6		$	6,033.1		$	6,123.6		$	6,215.5		$	6,308.7		$	6,403.4		$	6,499.4
Operating Profit Margin		2.2	%		6.5	%		10.8	%		15.1	%		19.4	%		21.5	%		21.5	%		21.5	%		21.5	%		21.5	%
Operating Cash Flow	$	128.8		$	381.8		$	638.1		$	900.2		$	1,170.4		$	1,316.6		$	1,336.3		$	1,356.4		$	1,376.7		$	1,397.4
Less: Depreciation		582.3			978.3			677.0			490.5			477.8			366.1			247.9			212.7			176.2			177.4
Less: Amortization		220.7			220.7			220.7			220.7			220.7			220.7			220.7			220.7			220.7			220.7
Taxable Income	$	(674.2	)	$	(817.2	)	$	(259.6	)	$	189.0		$	471.9		$	729.8		$	867.7		$	923.0		$	979.8		$	999.3
Income Taxes		0.0			0.0			0.0			0.0			0.0			0.0			195.9			356.3			378.2			385.7
Net Income	$	(674.2	)	$	(817.2	)	$	(259.6	)	$	189.0		$	471.9		$	729.8		$	671.8		$	566.7		$	601.6		$	613.6
Add Back: Depreciation and Amortization		803.0			1,199.0			897.7			711.2			698.5			586.8			468.6			433.4			396.9			398.1
After-Tax Cash Flow	$	128.8		$	381.8		$	638.1		$	900.2		$	1,170.4		$	1,316.6		$	1,140.4		$	1,000.1		$	998.5		$	1,011.7
Less: Change in Working Capital		(60.0	)		2.2			4.3			6.5			8.8			11.1			11.3			11.5			11.6			11.8
Less: Capital Expenditures		183.1			183.1			183.1			183.1			183.1			183.1			183.1			183.1			183.1			183.1
Net After-Tax Cash Flow	$	5.7		$	196.5		$	450.7		$	710.6		$	978.5		$	1,122.4		$	946.0		$	805.5		$	803.8		$	816.8
Present Value Net After-Tax Cash Flow @ 10.5%	$	5.5		$	169.2		$	351.1		$	501.0		$	624.4		$	648.1		$	494.4		$	381.0		$	344.0		$	316.4
Cumulative Present Value Net After-Tax Cash Flow	$	5.5		$	174.7		$	525.8		$	1,026.8		$	1,651.2		$	2,299.3		$	2,793.7		$	3,174.7		$	3,518.7		$	3,835.1
Total Present Value Net After-Tax Cash Flow	$	3,835.1

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Table 20

Valuation of Louisville, Kentucky
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	1,397.4
Operating Cash Flow Growth Rate		1.5	%
Year 11 Terminal Operating Cash Flow	$	1,418.4
Less: Depreciation		177.4
Taxable Income	$	1,241.0
Tax Rate2		38.6	%
Income Taxes	$	479.0
Net Income	$	762.0
Plus: Depreciation		177.4
After-Tax Cash Flow	$	939.4
Less: Capital Expenditures	$	177.4
Less: Change in Working Capital		11.8
Estimated Perpetuity After-Tax Free Cash Flow	$	750.2
Discount Rate2		10.5	%
Long Term Growth Rate2		1.5	%
Capitalization Rate		9.0	%
Future Terminal Value	$	8,335.3
Discounted Terminal Value @ 10.5%2	$	3,071.1
Total Present Value Cash Flow1		3,835.1
Plus: Present Value Tax Benefit of Remaining Amortization		123.5
Fair Market Value of Louisville	$	7,029.7

1	See previous table.
2	See text.

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Table 21

Projected Miami, Florida Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	239,292.0		$	240,488.5		$	242,893.4		$	246,536.8		$	251,467.5		$	257,754.2		$	264,198.1		$	270,803.1		$	277,573.2		$	284,512.5
Miami Market Revenue Share		15.0	%		15.0	%		15.0	%		15.0	%		15.0	%		15.0	%		15.0	%		15.0	%		15.0	%		15.0	%
Projected Miami Revenues	$	35,893.8		$	36,073.3		$	36,434.0		$	36,980.5		$	37,720.1		$	38,663.1		$	39,629.7		$	40,620.5		$	41,636.0		$	42,676.9
Operating Profit Margin		46.0	%		46.0	%		46.0	%		46.0	%		46.0	%		46.0	%		46.0	%		46.0	%		46.0	%		46.0	%
Operating Cash Flow	$	16,511.1		$	16,593.7		$	16,759.6		$	17,011.0		$	17,351.2		$	17,785.0		$	18,229.7		$	18,685.4		$	19,152.6		$	19,631.4
Less: Depreciation		1,375.7			2,353.7			1,709.7			1,309.9			1,291.2			1,058.6			804.5			719.4			630.5			634.4
Less: Amortization		9,265.5			9,265.5			9,265.5			9,265.5			9,265.5			9,265.5			9,265.5			9,265.5			9,265.5			9,265.5
Taxable Income	$	5,869.9		$	4,974.5		$	5,784.4		$	6,435.6		$	6,794.5		$	7,460.9		$	8,159.7		$	8,700.5		$	9,256.6		$	9,731.5
Income Taxes		2,207.1			1,870.4			2,174.9			2,419.8			2,554.7			2,805.3			3,068.0			3,271.4			3,480.5			3,659.0
Net Income	$	3,662.8		$	3,104.1		$	3,609.5		$	4,015.8		$	4,239.8		$	4,655.6		$	5,091.7		$	5,429.1		$	5,776.1		$	6,072.5
Add Back: Depreciation and Amortization		10,641.2			11,619.2			10,975.2			10,575.4			10,556.7			10,324.1			10,070.0			9,984.9			9,896.0			9,899.9
After-Tax Cash Flow	$	14,304.0		$	14,723.3		$	14,584.7		$	14,591.2		$	14,796.5		$	14,979.7		$	15,161.7		$	15,414.0		$	15,672.1		$	15,972.4
Less: Change in Working Capital		(403.3	)		22.1			44.4			67.2			91.0			116.0			118.9			121.9			124.9			128.0
Less: Capital Expenditures		582.8			582.8			582.8			582.8			582.8			582.8			582.8			582.8			582.8			582.8
Net After-Tax Cash Flow	$	14,124.5		$	14,118.4		$	13,957.5		$	13,941.2		$	14,122.7		$	14,280.9		$	14,460.0		$	14,709.3		$	14,964.4		$	15,261.6
Present Value Net After-Tax Cash Flow @ 10.5%	$	13,436.7		$	12,154.7		$	10,874.3		$	9,829.5		$	9,011.3		$	8,246.4		$	7,556.4		$	6,956.3		$	6,404.4		$	5,911.0
Cumulative Present Value Net After-Tax Cash Flow	$	13,436.7		$	25,591.4		$	36,465.7		$	46,295.2		$	55,306.5		$	63,552.9		$	71,109.3		$	78,065.6		$	84,470.0		$	90,381.0
Total Present Value Net After-Tax Cash Flow	$	90,381.0

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Table 22

Valuation of Miami, Florida
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	19,631.4
Operating Cash Flow Growth Rate		2.5	%
Year 11 Terminal Operating Cash Flow	$	20,122.2
Less: Depreciation		634.4
Taxable Income	$	19,487.8
Tax Rate2		37.6	%
Income Taxes	$	7,327.4
Net Income	$	12,160.4
Plus: Depreciation		634.4
After-Tax Cash Flow		12,794.8
Less: Capital Expenditures	$	634.4
Less: Change in Working Capital		128.0
Estimated Perpetuity After-Tax Free Cash Flow	$	12,032.4
Discount Rate2		10.5	%
Long Term Growth Rate2		2.5	%
Capitalization Rate		8.0	%
Future Terminal Value	$	150,404.8
Discounted Terminal Value @ 10.5%2	$	55,416.5
Total Present Value Cash Flow1		90,381.0
Plus: Present Value Tax Benefit of Remaining Amortization		5,050.3
Fair Market Value of Miami	$	150,847.8

1	See previous table.
2	See text.

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Table 23

Projected Orlando, Florida Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	117,392.0		$	117,979.0		$	119,158.8		$	120,946.2		$	123,365.1		$	126,449.2		$	129,610.4		$	132,850.7		$	136,172.0		$	139,576.3
Orlando Market Revenue Share		34.7	%		34.7	%		34.7	%		34.7	%		34.7	%		34.7	%		34.7	%		34.7	%		34.7	%		34.7	%
Projected Orlando Revenues	$	40,735.0		$	40,938.7		$	41,348.1		$	41,968.3		$	42,807.7		$	43,877.9		$	44,974.8		$	46,099.2		$	47,251.7		$	48,433.0
Operating Profit Margin		44.0	%		44.0	%		44.0	%		44.0	%		44.0	%		44.0	%		44.0	%		44.0	%		44.0	%		44.0	%
Operating Cash Flow	$	17,923.4		$	18,013.0		$	18,193.2		$	18,466.1		$	18,835.4		$	19,306.3		$	19,788.9		$	20,283.6		$	20,790.7		$	21,310.5
Less: Depreciation		2,694.7			4,551.5			3,204.9			2,386.0			2,410.8			1,856.6			1,263.4			1,183.1			1,096.0			1,103.1
Less: Amortization		9,181.8			9,181.8			9,181.8			9,181.8			9,181.8			9,181.8			9,181.8			9,181.8			9,181.8			9,181.8
Taxable Income	$	6,046.9		$	4,279.7		$	5,806.5		$	6,898.3		$	7,242.8		$	8,267.9		$	9,343.7		$	9,918.7		$	10,512.9		$	11,025.6
Income Taxes		2,273.6			1,609.2			2,183.2			2,593.8			2,723.3			3,108.7			3,513.2			3,729.4			3,952.9			4,145.6
Net Income	$	3,773.3		$	2,670.5		$	3,623.3		$	4,304.5		$	4,519.5		$	5,159.2		$	5,830.5		$	6,189.3		$	6,560.0		$	6,880.0
Add Back: Depreciation and Amortization		11,876.5			13,733.3			12,386.7			11,567.8			11,592.6			11,038.4			10,445.2			10,364.9			10,277.8			10,284.9
After-Tax Cash Flow	$	15,649.8		$	16,403.8		$	16,010.0		$	15,872.3		$	16,112.1		$	16,197.6		$	16,275.7		$	16,554.2		$	16,837.8		$	17,164.9
Less: Change in Working Capital		(439.7	)		25.1			50.4			76.3			103.2			131.6			134.9			138.3			141.8			145.3
Less: Capital Expenditures		1,048.1			1,048.1			1,048.1			1,048.1			1,048.1			1,048.1			1,048.1			1,048.1			1,048.1			1,048.1
Net After-Tax Cash Flow	$	15,041.4		$	15,330.6		$	14,911.5		$	14,747.9		$	14,960.8		$	15,017.9		$	15,092.7		$	15,367.8		$	15,647.9		$	15,971.5
Present Value Net After-Tax Cash Flow @ 10.5%	$	14,308.9		$	13,198.3		$	11,617.6		$	10,398.3		$	9,546.0		$	8,671.9		$	7,887.0		$	7,267.7		$	6,697.0		$	6,185.9
Cumulative Present Value Net After-Tax Cash Flow	$	14,308.9		$	27,507.2		$	39,124.8		$	49,523.1		$	59,069.1		$	67,741.0		$	75,628.0		$	82,895.7		$	89,592.7		$	95,778.6
Total Present Value Net After-Tax Cash Flow	$	95,778.6

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Table 24
Valuation of Orlando, Florida
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	21,310.5
Operating Cash Flow Growth Rate		2.5	%
Year 11 Terminal Operating Cash Flow	$	21,843.3
Less: Depreciation		1,103.1
Taxable Income	$	20,740.2
Tax Rate2		37.6	%
Income Taxes	$	7,798.3
Net Income	$	12,941.9
Plus: Depreciation		1,103.1
After-Tax Cash Flow		14,045.0
Less: Capital Expenditures	$	1,103.1
Less: Change in Working Capital		145.3
Estimated Perpetuity After-Tax Free Cash Flow	$	12,796.6
Discount Rate2		10.5	%
Long Term Growth Rate2		2.5	%
Capitalization Rate		8.0	%
Future Terminal Value	$	159,957.3
Discounted Terminal Value @ 10.5%2	$	58,936.1
Total Present Value Cash Flow1		95,778.6
Plus: Present Value Tax Benefit of Remaining Amortization		5,004.7
Fair Market Value of Orlando	$	159,719.4

1	See previous table.
2	See text.

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Table 25

Projected Richmond, Virginia Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	45,724.0		$	45,952.6		$	46,412.1		$	47,108.3		$	48,050.5		$	49,251.8		$	50,483.1		$	51,745.2		$	53,038.8		$	54,364.8
Richmond Market Revenue Share		24.0	%		24.0	%		24.0	%		24.0	%		24.0	%		24.0	%		24.0	%		24.0	%		24.0	%		24.0	%
Projected Richmond Revenues	$	10,973.8		$	11,028.6		$	11,138.9		$	11,306.0		$	11,532.1		$	11,820.4		$	12,115.9		$	12,418.8		$	12,729.3		$	13,047.6
Operating Profit Margin		17.0	%		17.5	%		18.0	%		18.5	%		19.0	%		19.5	%		20.0	%		20.0	%		20.0	%		20.0	%
Operating Cash Flow	$	1,865.5		$	1,930.0		$	2,005.0		$	2,091.6		$	2,191.1		$	2,305.0		$	2,423.2		$	2,483.8		$	2,545.9		$	2,609.5
Less: Depreciation		1,119.4			1,865.4			1,261.2			887.6			858.1			632.6			396.6			328.8			259.3			261.2
Less: Amortization		775.5			775.5			775.5			775.5			775.5			775.5			775.5			775.5			775.5			775.5
Taxable Income	$	(29.4	)	$	(710.9	)	$	(31.7	)	$	428.5		$	557.5		$	896.9		$	1,251.1		$	1,379.5		$	1,511.1		$	1,572.8
Income Taxes		0.0			0.0			0.0			0.0			81.3			340.8			475.4			524.2			574.2			597.7
Net Income	$	(29.4	)	$	(710.9	)	$	(31.7	)	$	428.5		$	476.2		$	556.1		$	775.7		$	855.3		$	936.9		$	975.1
Add Back: Depreciation and Amortization		1,894.9			2,640.9			2,036.7			1,663.1			1,633.6			1,408.1			1,172.1			1,104.3			1,034.8			1,036.7
After-Tax Cash Flow	$	1,865.5		$	1,930.0		$	2,005.0		$	2,091.6		$	2,109.8		$	1,964.2		$	1,947.8		$	1,959.6		$	1,971.7		$	2,011.8
Less: Change in Working Capital		(120.2	)		6.7			13.6			20.6			27.8			35.5			36.3			37.3			38.2			39.2
Less: Capital Expenditures		721.9			288.4			288.4			288.4			288.4			288.4			288.4			288.4			288.4			288.4
Net After-Tax Cash Flow	$	1,263.8		$	1,634.9		$	1,703.0		$	1,782.6		$	1,793.6		$	1,640.3		$	1,623.1		$	1,633.9		$	1,645.1		$	1,684.2
Present Value Net After-Tax Cash Flow @ 10.5%	$	1,202.2		$	1,407.5		$	1,326.8		$	1,256.9		$	1,144.4		$	947.2		$	848.2		$	772.7		$	704.1		$	652.3
Cumulative Present Value Net After-Tax Cash Flow	$	1,202.2		$	2,609.7		$	3,936.5		$	5,193.4		$	6,337.8		$	7,285.0		$	8,133.2		$	8,905.9		$	9,610.0		$	10,262.3
Total Present Value Net After-Tax Cash Flow	$	10,262.3

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Table 26

Valuation of Richmond, Virginia
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	2,609.5
Operating Cash Flow Growth Rate		2.5	%
Year 11 Terminal Operating Cash Flow	$	2,674.7
Less: Depreciation		261.2
Taxable Income	$	2,413.5
Tax Rate2		38.0	%
Income Taxes	$	917.1
Net Income	$	1,496.4
Plus: Depreciation		261.2
After-Tax Cash Flow		1,757.6
Less: Capital Expenditures	$	261.2
Less: Change in Working Capital		39.2
Estimated Perpetuity After-Tax Free Cash Flow	$	1,457.2
Discount Rate2		10.5	%
Long Term Growth Rate2		2.5	%
Capitalization Rate		8.0	%
Future Terminal Value	$	18,214.6
Discounted Terminal Value @ 10.5%2	$	6,711.1
Total Present Value Cash Flow1		10,262.3
Plus: Present Value Tax Benefit of Remaining Amortization		427.2
Fair Market Value of Richmond	$	17,400.6

1	See previous table.
2	See text.

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Table 27

Projected San Antonio, Texas Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	92,920.0		$	93,384.6		$	94,318.4		$	95,733.2		$	97,647.9		$	100,089.1		$	102,591.3		$	105,156.1		$	107,785.0		$	110,479.6
San Antonio Market Revenue Share		24.2	%		24.2	%		24.2	%		24.2	%		24.2	%		24.2	%		24.2	%		24.2	%		24.2	%		24.2	%
Projected San Antonio Revenues	$	22,486.6		$	22,599.1		$	22,825.1		$	23,167.4		$	23,630.8		$	24,221.6		$	24,827.1		$	25,447.8		$	26,084.0		$	26,736.1
Operating Profit Margin		27.0	%		27.0	%		27.0	%		27.0	%		27.0	%		27.0	%		27.0	%		27.0	%		27.0	%		27.0	%
Operating Cash Flow	$	6,071.4		$	6,101.8		$	6,162.8		$	6,255.2		$	6,380.3		$	6,539.8		$	6,703.3		$	6,870.9		$	7,042.7		$	7,218.7
Less: Depreciation		1,797.7			3,012.2			2,072.4			1,497.0			1,486.1			1,113.2			719.1			644.2			565.6			569.5
Less: Amortization		2,601.0			2,601.0			2,601.0			2,601.0			2,601.0			2,601.0			2,601.0			2,601.0			2,601.0			2,601.0
Taxable Income	$	1,672.7		$	488.6		$	1,489.4		$	2,157.2		$	2,293.2		$	2,825.6		$	3,383.2		$	3,625.7		$	3,876.1		$	4,048.2
Income Taxes		667.4			195.0			594.3			860.7			915.0			1,127.4			1,349.9			1,446.7			1,546.6			1,615.2
Net Income	$	1,005.3		$	293.6		$	895.1		$	1,296.5		$	1,378.2		$	1,698.2		$	2,033.3		$	2,179.0		$	2,329.5		$	2,433.0
Add Back: Depreciation and Amortization		4,398.7			5,613.2			4,673.4			4,098.0			4,087.1			3,714.2			3,320.1			3,245.2			3,166.6			3,170.5
After-Tax Cash Flow	$	5,404.0		$	5,906.8		$	5,568.5		$	5,394.5		$	5,465.3		$	5,412.4		$	5,353.4		$	5,424.2		$	5,496.1		$	5,603.5
Less: Change in Working Capital		(244.9	)		13.8			27.8			42.1			57.0			72.7			74.5			76.3			78.3			80.2
Less: Capital Expenditures		576.5			576.5			576.5			576.5			576.5			576.5			576.5			576.5			576.5			576.5
Net After-Tax Cash Flow	$	5,072.4		$	5,316.5		$	4,964.2		$	4,775.9		$	4,831.8		$	4,763.2		$	4,702.4		$	4,771.4		$	4,841.3		$	4,946.8
Present Value Net After-Tax Cash Flow @ 10.5%	$	4,825.4		$	4,577.0		$	3,867.6		$	3,367.3		$	3,083.0		$	2,750.5		$	2,457.3		$	2,256.4		$	2,072.0		$	1,915.9
Cumulative Present Value Net After-Tax Cash Flow	$	4,825.4		$	9,402.4		$	13,270.0		$	16,637.3		$	19,720.3		$	22,470.8		$	24,928.1		$	27,184.5		$	29,256.5		$	31,172.4
Total Present Value Net After-Tax Cash Flow	$	31,172.4

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Table 28

Valuation of San Antonio, Texas
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	7,218.7
Operating Cash Flow Growth Rate		2.5	%
Year 11 Terminal Operating Cash Flow	$	7,399.2
Less: Depreciation		569.5
Taxable Income	$	6,829.7
Tax Rate2		39.9	%
Income Taxes	$	2,725.1
Net Income	$	4,104.6
Plus: Depreciation		569.5
After-Tax Cash Flow		4,674.1
Less: Capital Expenditures	$	569.5
Less: Change in Working Capital		80.2
Estimated Perpetuity After-Tax Free Cash Flow	$	4,024.4
Discount Rate2		10.5	%
Long Term Growth Rate2		2.5	%
Capitalization Rate		8.0	%
Future Terminal Value	$	50,305.6
Discounted Terminal Value @ 10.5%2	$	18,535.0
Total Present Value Cash Flow1		31,172.4
Plus: Present Value Tax Benefit of Remaining Amortization		1,504.4
Fair Market Value of San Antonio	$	51,211.8

1	See previous table.
2	See text.

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Table 29

Projected Tampa, Florida Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	125,488.0		$	126,115.4		$	127,376.6		$	129,287.2		$	131,872.9		$	135,169.7		$	138,548.9		$	142,012.6		$	145,562.9		$	149,202.0
Tampa Market Revenue Share		23.4	%		23.4	%		23.4	%		23.4	%		23.4	%		23.4	%		23.4	%		23.4	%		23.4	%		23.4	%
Projected Tampa Revenues	$	29,364.2		$	29,511.0		$	29,806.1		$	30,253.2		$	30,858.3		$	31,629.7		$	32,420.4		$	33,230.9		$	34,061.7		$	34,913.3
Operating Profit Margin		37.0	%		37.0	%		37.0	%		37.0	%		37.0	%		37.0	%		37.0	%		37.0	%		37.0	%		37.0	%
Operating Cash Flow	$	10,864.8		$	10,919.1		$	11,028.3		$	11,193.7		$	11,417.6		$	11,703.0		$	11,995.5		$	12,295.4		$	12,602.8		$	12,917.9
Less: Depreciation		1,576.1			2,628.0			1,783.5			1,267.5			1,257.8			918.9			563.1			501.6			437.1			440.3
Less: Amortization		5,962.9			5,962.9			5,962.9			5,962.9			5,962.9			5,962.9			5,962.9			5,962.9			5,962.9			5,962.9
Taxable Income	$	3,325.8		$	2,328.2		$	3,281.9		$	3,963.3		$	4,196.9		$	4,821.2		$	5,469.5		$	5,830.9		$	6,202.8		$	6,514.7
Income Taxes		1,250.5			875.4			1,234.0			1,490.2			1,578.0			1,812.8			2,056.5			2,192.4			2,332.3			2,449.5
Net Income	$	2,075.3		$	1,452.8		$	2,047.9		$	2,473.1		$	2,618.9		$	3,008.4		$	3,413.0		$	3,638.5		$	3,870.5		$	4,065.2
Add Back: Depreciation and Amortization		7,539.0			8,590.9			7,746.4			7,230.4			7,220.7			6,881.8			6,526.0			6,464.5			6,400.0			6,403.2
After-Tax Cash Flow	$	9,614.3		$	10,043.7		$	9,794.3		$	9,703.5		$	9,839.6		$	9,890.2		$	9,939.0		$	10,103.0		$	10,270.5		$	10,468.4
Less: Change in Working Capital		(321.3	)		18.1			36.3			55.0			74.4			94.9			97.3			99.7			102.2			104.7
Less: Capital Expenditures		463.8			463.8			463.8			463.8			463.8			463.8			463.8			463.8			463.8			463.8
Net After-Tax Cash Flow	$	9,471.8		$	9,561.8		$	9,294.2		$	9,184.7		$	9,301.4		$	9,331.5		$	9,377.9		$	9,539.5		$	9,704.5		$	9,899.9
Present Value Net After-Tax Cash Flow @ 10.5%	$	9,010.6		$	8,231.9		$	7,241.1		$	6,475.9		$	5,934.9		$	5,388.4		$	4,900.6		$	4,511.4		$	4,153.3		$	3,834.3
Cumulative Present Value Net After-Tax Cash Flow	$	9,010.6		$	17,242.5		$	24,483.6		$	30,959.5		$	36,894.4		$	42,282.8		$	47,183.4		$	51,694.8		$	55,848.1		$	59,682.4
Total Present Value Net After-Tax Cash Flow	$	59,682.4

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Table 30

Valuation of Tampa, Florida
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	12,917.9
Operating Cash Flow Growth Rate		2.5	%
Year 11 Terminal Operating Cash Flow	$	13,240.8
Less: Depreciation		440.3
Taxable Income	$	12,800.5
Tax Rate2		37.6	%
Income Taxes	$	4,813.0
Net Income	$	7,987.5
Plus: Depreciation		440.3
After-Tax Cash Flow		8,427.8
Less: Capital Expenditures	$	440.3
Less: Change in Working Capital		104.7
Estimated Perpetuity After-Tax Free Cash Flow	$	7,882.8
Discount Rate2		10.5	%
Long Term Growth Rate2		2.5	%
Capitalization Rate		8.0	%
Future Terminal Value	$	98,535.2
Discounted Terminal Value @ 10.5%2	$	36,305.2
Total Present Value Cash Flow1		59,682.4
Plus: Present Value Tax Benefit of Remaining Amortization		3,250.2
Fair Market Value of Tampa	$	99,237.8

1	See previous table.
2	See text.

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Table 31

Projected Tulsa, Oklahoma Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	39,284.0		$	39,401.9		$	39,638.3		$	39,995.0		$	40,474.9		$	41,082.0		$	41,698.2		$	42,323.7		$	42,958.6		$	43,603.0
Tulsa Market Revenue Share		37.5	%		37.5	%		37.5	%		37.5	%		37.5	%		37.5	%		37.5	%		37.5	%		37.5	%		37.5	%
Projected Tulsa Revenues	$	14,731.5		$	14,775.7		$	14,864.4		$	14,998.1		$	15,178.1		$	15,405.8		$	15,636.8		$	15,871.4		$	16,109.5		$	16,351.1
Operating Profit Margin		28.5	%		28.5	%		28.5	%		28.5	%		28.5	%		28.5	%		28.5	%		28.5	%		28.5	%		28.5	%
Operating Cash Flow	$	4,198.5		$	4,211.1		$	4,236.4		$	4,274.5		$	4,325.8		$	4,390.7		$	4,456.5		$	4,523.3		$	4,591.2		$	4,660.1
Less: Depreciation		1,212.7			2,004.7			1,327.4			913.0			897.3			625.6			344.2			295.2			244.4			246.3
Less: Amortization		1,867.4			1,867.4			1,867.4			1,867.4			1,867.4			1,867.4			1,867.4			1,867.4			1,867.4			1,867.4
Taxable Income	$	1,118.4		$	339.0		$	1,041.6		$	1,494.1		$	1,561.1		$	1,897.7		$	2,244.9		$	2,360.7		$	2,479.4		$	2,546.4
Income Taxes		425.0			128.8			395.8			567.8			593.2			721.1			853.1			897.1			942.2			967.6
Net Income	$	693.4		$	210.2		$	645.8		$	926.3		$	967.9		$	1,176.6		$	1,391.8		$	1,463.6		$	1,537.2		$	1,578.8
Add Back: Depreciation and Amortization		3,080.1			3,872.1			3,194.8			2,780.4			2,764.7			2,493.0			2,211.6			2,162.6			2,111.8			2,113.7
After-Tax Cash Flow	$	3,773.5		$	4,082.3		$	3,840.6		$	3,706.7		$	3,732.6		$	3,669.6		$	3,603.4		$	3,626.2		$	3,649.0		$	3,692.5
Less: Change in Working Capital		(157.2	)		5.4			10.9			16.4			22.1			28.0			28.4			28.9			29.3			29.7
Less: Capital Expenditures		1,181.5			274.8			274.8			274.8			274.8			274.8			274.8			274.8			274.8			274.8
Net After-Tax Cash Flow	$	2,749.2		$	3,802.1		$	3,554.9		$	3,415.5		$	3,435.7		$	3,366.8		$	3,300.2		$	3,322.5		$	3,344.9		$	3,388.0
Present Value Net After-Tax Cash Flow @ 10.5%	$	2,615.3		$	3,273.2		$	2,769.6		$	2,408.1		$	2,192.2		$	1,944.1		$	1,724.6		$	1,571.3		$	1,431.5		$	1,312.2
Cumulative Present Value Net After-Tax Cash Flow	$	2,615.3		$	5,888.5		$	8,658.1		$	11,066.2		$	13,258.4		$	15,202.5		$	16,927.1		$	18,498.4		$	19,929.9		$	21,242.1
Total Present Value Net After-Tax Cash Flow	$	21,242.1

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Table 32

Valuation of Tulsa, Oklahoma
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	4,660.1
Operating Cash Flow Growth Rate		1.5	%
Year 11 Terminal Operating Cash Flow	$	4,730.0
Less: Depreciation		246.3
Taxable Income	$	4,483.7
Tax Rate2		38.0	%
Income Taxes	$	1,703.8
Net Income	$	2,779.9
Plus: Depreciation		246.3
After-Tax Cash Flow		3,026.2
Less: Capital Expenditures	$	246.3
Less: Change in Working Capital		29.7
Estimated Perpetuity After-Tax Free Cash Flow	$	2,750.2
Discount Rate2		10.5	%
Long Term Growth Rate2		1.5	%
Capitalization Rate		9.0	%
Future Terminal Value	$	30,557.7
Discounted Terminal Value @ 10.5%2	$	11,258.9
Total Present Value Cash Flow1		21,242.1
Plus: Present Value Tax Benefit of Remaining Amortization		1,028.7
Fair Market Value of Tulsa	$	33,529.7

1	See previous table.
2	See text.

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Table 33

Projected Bridgeport, Connecticut Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	27,416.0		$	27,525.7		$	27,745.9		$	28,078.9		$	28,528.2		$	29,098.8		$	29,680.8		$	30,274.4		$	30,879.9		$	31,497.5
Bridgeport Market Revenue Share		24.0	%		24.0	%		24.0	%		24.0	%		24.0	%		24.0	%		24.0	%		24.0	%		24.0	%		24.0	%
Projected Bridgeport Revenues	$	6,579.8		$	6,606.2		$	6,659.0		$	6,738.9		$	6,846.8		$	6,983.7		$	7,123.4		$	7,265.9		$	7,411.2		$	7,559.4
Operating Profit Margin		34.0	%		34.0	%		34.0	%		34.0	%		34.0	%		34.0	%		34.0	%		34.0	%		34.0	%		34.0	%
Operating Cash Flow	$	2,237.1		$	2,246.1		$	2,264.1		$	2,291.2		$	2,327.9		$	2,374.5		$	2,422.0		$	2,470.4		$	2,519.8		$	2,570.2
Less: Depreciation		390.6			662.6			470.3			350.4			340.4			273.1			200.5			172.1			142.8			143.8
Less: Amortization		1,063.0			1,063.0			1,063.0			1,063.0			1,063.0			1,063.0			1,063.0			1,063.0			1,063.0			1,063.0
Taxable Income	$	783.5		$	520.5		$	730.8		$	877.8		$	924.5		$	1,038.4		$	1,158.5		$	1,235.3		$	1,314.0		$	1,363.4
Income Taxes		305.6			203.0			285.0			342.3			360.6			405.0			451.8			481.8			512.5			531.7
Net Income	$	477.9		$	317.5		$	445.8		$	535.5		$	563.9		$	633.4		$	706.7		$	753.5		$	801.5		$	831.7
Add Back: Depreciation and Amortization		1,453.6			1,725.6			1,533.3			1,413.4			1,403.4			1,336.1			1,263.5			1,235.1			1,205.8			1,206.8
After-Tax Cash Flow	$	1,931.5		$	2,043.1		$	1,979.1		$	1,948.9		$	1,967.3		$	1,969.5		$	1,970.2		$	1,988.6		$	2,007.3		$	2,038.5
Less: Change in Working Capital		(89.2	)		3.2			6.5			9.8			13.3			16.8			17.2			17.5			17.9			18.2
Less: Capital Expenditures		147.3			147.3			147.3			147.3			147.3			147.3			147.3			147.3			147.3			147.3
Net After-Tax Cash Flow	$	1,873.4		$	1,892.6		$	1,825.3		$	1,791.8		$	1,806.7		$	1,805.4		$	1,805.7		$	1,823.8		$	1,842.1		$	1,873.0
Present Value Net After-Tax Cash Flow @ 10.5%	$	1,782.2		$	1,629.3		$	1,422.1		$	1,263.3		$	1,152.8		$	1,042.5		$	943.6		$	862.5		$	788.4		$	725.4
Cumulative Present Value Net After-Tax Cash Flow	$	1,782.2		$	3,411.5		$	4,833.6		$	6,096.9		$	7,249.7		$	8,292.2		$	9,235.8		$	10,098.3		$	10,886.7		$	11,612.1
Total Present Value Net After-Tax Cash Flow	$	11,612.1

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Table 34

Valuation of Bridgeport, Connecticut
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	2,570.2
Operating Cash Flow Growth Rate		2.0	%
Year 11 Terminal Operating Cash Flow	$	2,621.6.0
Less: Depreciation		143.8
Taxable Income	$	2,477.8
Tax Rate2		39.0	%
Income Taxes	$	966.3
Net Income	$	1,511.5
Plus: Depreciation		143.8
After-Tax Cash Flow		1,655.3
Less: Capital Expenditures	$	147.3
Less: Change in Working Capital		18.2
Estimated Perpetuity After-Tax Free Cash Flow	$	1,489.8
Discount Rate2		10.5	%
Long Term Growth Rate2		2.0	%
Capitalization Rate		8.5	%
Future Terminal Value	$	17,526.6
Discounted Terminal Value @ 10.5%2	$	6,457.7
Total Present Value Cash Flow1		11,612.1
Plus: Present Value Tax Benefit of Remaining Amortization		601.0
Fair Market Value of Bridgeport	$	18,670.8

1	See previous table.
2	See text.

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Table 35

Projected New Haven, Connecticut Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	79,580.0		$	79,898.3		$	80,537.5		$	81,504.0		$	82,808.1		$	84,464.3		$	86,153.6		$	87,876.7		$	89,634.2		$	91,426.9
New Haven Market Revenue Share		11.0	%		11.0	%		11.0	%		11.0	%		11.0	%		11.0	%		11.0	%		11.0	%		11.0	%		11.0	%
Projected New Haven Revenues	$	8,753.8		$	8,788.8		$	8,859.1		$	8,965.4		$	9,108.9		$	9,291.1		$	9,476.9		$	9,666.4		$	9,859.8		$	10,057.0
Operating Profit Margin		33.0	%		33.0	%		33.0	%		33.0	%		33.0	%		33.0	%		33.0	%		33.0	%		33.0	%		33.0	%
Operating Cash Flow	$	2,888.8		$	2,900.3		$	2,923.5		$	2,958.6		$	3,005.9		$	3,066.1		$	3,127.4		$	3,189.9		$	3,253.7		$	3,318.8
Less: Depreciation		570.1			967.0			686.1			510.8			496.0			397.9			291.8			250.3			207.4			208.8
Less: Amortization		1,325.0			1,325.0			1,325.0			1,325.0			1,325.0			1,325.0			1,325.0			1,325.0			1,325.0			1,325.0
Taxable Income	$	993.7		$	608.3		$	912.4		$	1,122.8		$	1,184.9		$	1,343.2		$	1,510.6		$	1,614.6		$	1,721.3		$	1,785.0
Income Taxes		387.5			237.2			355.8			437.9			462.1			523.8			589.1			629.7			671.3			696.2
Net Income	$	606.2		$	371.1		$	556.6		$	684.9		$	722.8		$	819.4		$	921.5		$	984.9		$	1,050.0		$	1,088.8
Add Back: Depreciation and Amortization		1,895.1			2,292.0			2,011.1			1,835.8			1,821.0			1,722.9			1,616.8			1,575.3			1,532.4			1,533.8
After-Tax Cash Flow	$	2,501.3		$	2,663.1		$	2,567.7		$	2,520.7		$	2,543.8		$	2,542.3		$	2,538.3		$	2,560.2		$	2,582.4		$	2,622.6
Less: Change in Working Capital		(90.0	)		4.3			8.6			13.1			17.7			22.4			22.9			23.3			23.8			24.3
Less: Capital Expenditures		215.1			215.1			215.1			215.1			215.1			215.1			215.1			215.1			215.1			215.1
Net After-Tax Cash Flow	$	2,376.2		$	2,443.7		$	2,344.0		$	2,292.5		$	2,311.0		$	2,304.8		$	2,300.3		$	2,321.8		$	2,343.5		$	2,383.2
Present Value Net After-Tax Cash Flow @ 10.5%	$	2,260.5		$	2,103.8		$	1,826.2		$	1,616.4		$	1,474.6		$	1,330.9		$	1,202.1		$	1,098.0		$	1,003.0		$	923.1
Cumulative Present Value Net After-Tax Cash Flow	$	2,260.5		$	4,364.3		$	6,190.5		$	7,806.9		$	9,281.5		$	10,612.4		$	11,814.5		$	12,912.5		$	13,915.5		$	14,838.6
Total Present Value Net After-Tax Cash Flow	$	14,838.6

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Table 36

Valuation of New Haven, Connecticut
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	3,318.8
Operating Cash Flow Growth Rate		2.0	%
Year 11 Terminal Operating Cash Flow	$	3,385.2
Less: Depreciation		208.8
Taxable Income	$	3,176.4
Tax Rate2		39.0	%
Income Taxes	$	1,238.8
Net Income	$	1,937.6
Plus: Depreciation		208.8
After-Tax Cash Flow		2,146.4
Less: Capital Expenditures	$	215.1
Less: Change in Working Capital		24.3
Estimated Perpetuity After-Tax Free Cash Flow	$	1,907.0
Discount Rate2		10.5	%
Long Term Growth Rate2		2.0	%
Capitalization Rate		8.5	%
Future Terminal Value	$	22,435.3
Discounted Terminal Value @ 10.5%2	$	8,266.3
Total Present Value Cash Flow1		14,838.6
Plus: Present Value Tax Benefit of Remaining Amortization		749.1
Fair Market Value of New Haven	$	23,854.0

1	See previous table.
2	See text.

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Table 37

Projected Stamford, Connecticut Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	23,276.0		$	23,369.1		$	23,556.1		$	23,838.8		$	24,220.2		$	24,704.6		$	25,198.7		$	25,702.7		$	26,216.8		$	26,741.1
Stamford Market Revenue Share		19.0	%		19.0	%		19.0	%		19.0	%		19.0	%		19.0	%		19.0	%		19.0	%		19.0	%		19.0	%
Projected Stamford Revenues	$	4,422.4		$	4,440.1		$	4,475.7		$	4,529.4		$	4,601.8		$	4,693.9		$	4,787.8		$	4,883.5		$	4,981.2		$	5,080.8
Operating Profit Margin		18.5	%		18.5	%		18.5	%		18.5	%		18.5	%		18.5	%		18.5	%		18.5	%		18.5	%		18.5	%
Operating Cash Flow	$	818.1		$	821.4		$	828.0		$	837.9		$	851.3		$	868.4		$	885.7		$	903.4		$	921.5		$	939.9
Less: Depreciation		294.1			498.8			354.0			263.5			255.9			205.2			150.5			129.1			106.9			107.6
Less: Amortization		284.0			284.0			284.0			284.0			284.0			284.0			284.0			284.0			284.0			284.0
Taxable Income	$	240.0		$	38.6		$	190.0		$	290.4		$	311.4		$	379.2		$	451.2		$	490.3		$	530.6		$	548.3
Income Taxes		93.6			15.1			74.1			113.3			121.4			147.9			176.0			191.2			206.9			213.8
Net Income	$	146.4		$	23.5		$	115.9		$	177.1		$	190.0		$	231.3		$	275.2		$	299.1		$	323.7		$	334.5
Add Back: Depreciation and Amortization		578.1			782.8			638.0			547.5			539.9			489.2			434.5			413.1			390.9			391.6
After-Tax Cash Flow	$	724.5		$	806.3		$	753.9		$	724.6		$	729.9		$	720.5		$	709.7		$	712.2		$	714.6		$	726.1
Less: Change in Working Capital		(60.0	)		2.2			4.4			6.6			8.9			11.3			11.5			11.8			12.0			12.3
Less: Capital Expenditures		111.0			111.0			111.0			111.0			111.0			111.0			111.0			111.0			111.0			111.0
Net After-Tax Cash Flow	$	673.5		$	693.1		$	638.5		$	607.0		$	610.0		$	598.2		$	587.2		$	589.4		$	591.6		$	602.8
Present Value Net After-Tax Cash Flow @ 10.5%	$	640.7		$	596.7		$	497.5		$	428.0		$	389.2		$	345.4		$	306.8		$	278.7		$	253.2		$	233.5
Cumulative Present Value Net After-Tax Cash Flow	$	640.7		$	1,237.4		$	1,734.9		$	2,162.9		$	2,552.1		$	2,897.5		$	3,204.3		$	3,483.0		$	3,736.2		$	3,969.7
Total Present Value Net After-Tax Cash Flow	$	3,969.7

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Table 36

Valuation of Stamford, Connecticut
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	939.9
Operating Cash Flow Growth Rate		2.0	%
Year 11 Terminal Operating Cash Flow	$	958.7
Less: Depreciation		107.6
Taxable Income	$	851.1
Tax Rate2		39.0	%
Income Taxes	$	331.9
Net Income	$	519.2
Plus: Depreciation		107.6
After-Tax Cash Flow		626.8
Less: Capital Expenditures	$	111.0
Less: Change in Working Capital		12.3
Estimated Perpetuity After-Tax Free Cash Flow	$	503.5
Discount Rate2		10.5	%
Long Term Growth Rate2		2.0	%
Capitalization Rate		8.5	%
Future Terminal Value	$	5,923.2
Discounted Terminal Value @ 10.5%2	$	2,182.4
Total Present Value Cash Flow1		3,969.7
Plus: Present Value Tax Benefit of Remaining Amortization		160.6
Fair Market Value of Stamford	$	6,312.7

1	See previous table.
2	See text.

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EXHIBIT C

QUALIFICATIONS OF TIMOTHY S. PECARO AND
BENJAMIN K. STEINBOCK

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PROFESSIONAL EXPERIENCE AND QUALIFICATIONS

TIMOTHY S. PECARO

Timothy S. Pecaro is a principal and founder of the firm Bond & Pecaro, Inc., a Washington based consulting firm specializing in valuations, strategic planning, acquisition analysis, asset appraisals, and related financial services for the communications and media industries. Before the formation of Bond & Pecaro, Inc., Mr. Pecaro was a Vice President with Frazier, Gross & Kadlec, Inc. Mr. Pecaro joined that firm in 1980 and was named Manager of the firm’s Appraisal Services Division in 1982. He became Director of Appraisal Services in 1983 and Vice President of the firm in 1984.

Mr. Pecaro has actively participated in the development, research, and preparation of appraisal reports for owners of radio, television, cable, newspaper, radio common carrier, telecommunications, new media, and Internet properties. He has also developed several research studies and has participated in special research reports for the Federal Communications Commission (FCC) and the National Association of Broadcasters (NAB).

Mr. Pecaro has appraised more than 3,000 communications and media businesses. He has also been retained to provide special market studies and individual research projects for the management of media and technology properties and related industries. He is the Vice Chairman of the Broadcast Cable Financial Management Association, Co-chairman of the association’s 2004 annual conference, Chairman of the Technology and New Media Committee, and a member of the Cable Television and Tax Committees. Mr. Pecaro is also a member of The National Association of Broadcasters (NAB) Tax Advisory Panel. Mr. Pecaro has testified as an expert witness in connection with media and telecommunications valuation matters before federal, state, and local courts; the FCC; and the Joint Committee on Taxation. He has also spoken on media financial issues at the annual conferences of the National Association of Broadcasters, the Broadcast Cable Financial Management Association, the National Cable Television Association, the Broadband Tax Institute, the International Business Forum, and Telocator. Additionally, Mr. Pecaro has been a guest lecturer at the University of Missouri School of Journalism.

Prior to his association with Frazier, Gross & Kadlec, Mr. Pecaro was employed at WMAQ and WKQX(FM) in Chicago, at the time two of the NBC owned and operated radio stations.

Mr. Pecaro received a Bachelor of Arts degree in Radio/Television Communication Arts from Monmouth College in 1976. He graduated Cum Laude with highest honors in his major field of study.

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PROFESSIONAL EXPERIENCE AND QUALIFICATIONS

BENJAMIN K. STEINBOCK

Benjamin K. Steinbock is an associate in the firm of Bond & Pecaro, Inc., a Washington-based consulting firm specializing in valuations, asset appraisals, and related financial services for the communications industry.

Mr. Steinbock has been with the firm since 2000 and has appraised more than 400 media, communications, and technology businesses and has extensive experience in the valuation of FCC licenses for radio, television and telecommunications companies.

Prior to his association with Bond & Pecaro, Inc., Mr. Steinbock worked as a legal assistant in the Washington, D.C. office of Hogan & Hartson L.L.P. Mr. Steinbock specialized in corporate and securities law and was active in many initial public offerings and mergers.

Mr. Steinbock received a Bachelor of Arts degree in Political Science and Public Policy from Swarthmore College in Pennsylvania.

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EX-99.(C)(9)

Exhibit (c)(9)

ANALYSIS OF FCC LICENSES

COX RADIO, INC.

AS OF DECEMBER 31, 2008

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ANALYSIS OF FCC LICENSES

COX RADIO, INC.

AS OF DECEMBER 31, 2008

TABLE OF CONTENTS

Introduction	1
Station Summary	2
Industry Overview	4
Marketplace Overview	6
Sources	8
FAS 142 Overview	8
Bond & Pecaro’s Experience	10
Executive Summary	11
Valuation Methods	11
Conclusion	11
Conditions and Limitations	12
FAS 142 FCC License Analysis	16
Discounted Cash Flow Analysis	17
Valuation Conclusion	26

Exhibits

A.   Weighted Average Cost of Capital Calculation
B.   Cox Radio FCC License Valuation Tables
C.   Qualifications of Timothy S. Pecaro and Benjamin K. Steinbock

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ANALYSIS OF FCC LICENSES

COX RADIO, INC.

VARIOUS MARKETS

AS OF DECEMBER 31, 2008

INTRODUCTION

     Bond & Pecaro, Inc. has been retained by Cox Radio, Inc. (“Cox”) to assist the company in its FAS Statement 142 compliance activities. FAS 142 addresses the impairment of intangible assets and goodwill. The subject assets at issue in this report are the FCC licenses of the radio stations owned by Cox. Headquartered in Atlanta, Georgia, Cox owns 86 radio stations in 19 markets. The effective date of this analysis is December 31, 2008.

     For the purposes of this analysis, it is assumed that the subject assets are installed as part of an operating business. Fair market value is defined as the price in cash or cash equivalents that would convey between a willing buyer and a willing seller, neither being under compulsion and both being fully informed. Under FAS Statement 157, Fair Value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.”¹ In this report, fair market value and Fair Value are used interchangeably.

     In this analysis, Cox Radio, Inc.’s FCC licenses have been valued using an income approach. The Fair Values of the FCC licenses can be expressed by discounting these future benefits. The discounted cash flow analyses assume that the FCC licenses are held by hypothetical start-up stations, a method commonly referred to as the “greenfield approach.” This income approach is a direct method to valuing the FCC licenses of the Stations. The values

¹ Financial Accounting Standards Board of the Financial Accounting Foundation, Statement of Financial Accounting Standards No. 157, Fair Value Measurements.

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yielded by the discounted cash flow analyses of the Stations represent the portion of the Stations’ value attributable solely to its FCC licenses.

Station Summary

     Cox owns the following radio stations (“the Stations”) in the following markets:

Market	Station
Athens	WGMG-FM
Athens	WNGC-FM
Athens	WPUP-FM
Athens	WGAU-AM
Athens	WRFC-AM
Atlanta	WALR-FM
Atlanta	WBTS-FM
Atlanta	WSRV-FM
Atlanta	WSB-FM
Atlanta	WSB-AM
Birmingham	WAGG-AM
Birmingham	WBHJ-FM
Birmingham	WBHK-FM
Birmingham	WBPT-FM
Birmingham	WNCB-FM
Birmingham	WZZK-FM
Birmingham	WPSB-AM
Dayton	WHIO-FM
Dayton	WHIO-AM
Dayton	WHKO-FM
Dayton	WZLR-FM
Greenville	WJMZ-FM
Greenville	WHZT-FM
Honolulu	KCCN-FM
Honolulu	KKNE-AM
Honolulu	KRTR-AM
Honolulu	KINE-FM
Honolulu	KPHW-FM
Honolulu	KRTR-FM
Houston	KHPT-FM
Houston	KKBQ-FM
Houston	KHTC-FM
Houston	KTHT-FM
Jacksonville	WAPE-FM
Jacksonville	WFYV-FM
Jacksonville	WJGL-FM
Jacksonville	WMXQ-FM

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Market	Station
Jacksonville	WOKV-AM
Jacksonville	WOKV-FM
Long Island	WBAB-FM
Long Island	WBLI-FM
Long Island	WHFM-FM
Louisville	WPTI-FM
Louisville	WRKA-FM
Louisville	WSFR-FM
Louisville	WVEZ-FM
Miami	WEDR-FM
Miami	WFLC-FM
Miami	WHQT-FM
Miami	WHDR-FM
Orlando	WCFB-FM
Orlando	WDBO-AM
Orlando	WHTQ-FM
Orlando	WMMO-FM
Orlando	WPYO-FM
Orlando	WWKA-FM
Richmond	WDYL-FM
Richmond	WKHK-FM
Richmond	WKLR-FM
Richmond	WMXB-FM
San Antonio	KCYY-FM
San Antonio	KISS-FM
San Antonio	KKYX-AM
San Antonio	KONO-FM
San Antonio	KPWT-FM
San Antonio	KSMG-FM
Southern Connecticut	WFOX-FM
Southern Connecticut	WCTZ-FM
Southern Connecticut	WNLK-AM
Southern Connecticut	WSTC-AM
Southern Connecticut	WEZN-FM
Southern Connecticut	WPLR-FM
Southern Connecticut	WYBC-FM
Tampa	WDUV-FM
Tampa	WHPT-FM
Tampa	WPOI-FM
Tampa	WSUN-FM
Tampa	WWRM-FM
Tampa	WXGL-FM
Tulsa	KJSR-FM
Tulsa	KRAV-FM

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Market	Station
Tulsa	KRMG-AM
Tulsa	KKCM-FM
Tulsa	KWEN-FM

Industry Overview

     According to the Federal Communications Commission (FCC), the commercial broadcasting industry in the United States consists of 582 VHF television stations, 796 UHF television stations, 4,778 AM radio stations, and 6,382 FM radio stations.¹ Each station has been granted a license by the FCC that provides authorization to operate and stipulates certain technical parameters such as antenna height and transmitting power. These stations provide entertainment, news, music, and other forms of programming to the public free of charge. In order to cover the costs of operation, commercial stations sell advertising time to local and national businesses, government agencies, and political organizations that seek to deliver information to the general public.

     In 2002, as an outgrowth of its Congressionally-mandated biennial ownership review, the FCC began a proceeding to review all of its ownership rules affecting broadcasting and, on June 2, 2003, adopted new rules governing local and national television ownership, local radio ownership, and local cross- ownership of radio stations, television stations, and daily newspapers. Before the new rules took effect, however, the United States Court of Appeals for the Third Circuit imposed a stay on their effectiveness pending review.

     In the rules adopted in June 2003, the FCC had proposed to increase the national television station ownership limit from 35% to 45% of national television households. While the review proceedings were pending before the Third Circuit, however, Congress enacted legislation that increased the national television ownership cap to 39%. This statutory enactment resolved, at least for the time being, the issue of the national television station ownership cap.

¹ As of June 30, 2008.

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     In June 2004, the Third Circuit issued a decision remanding the FCC’s new rules for further consideration by the agency in light of the court’s opinion. The court’s June 2004 opinion giving the FCC direction for further consideration of the rules generally expressed approval of continuation of the 50% ownership attribution discount for UHF television station ownership under the national television cap, the elimination of the outright ban on newspaper/broadcast cross- ownership, and the restriction on the ownership by a single entity of more than one of the top-four television stations in a market. Most of the rules regarding radio and television station numerical ownership limits were remanded for further justification.

     In its June 2004 decision, the court continued the stay of the FCC’s new rules pending the FCC’s response to the court’s remand. In September 2004, however, the court partially lifted the stay to allow most of the FCC’s new local radio ownership rules to go into effect, including the use of Arbitron Metro Markets (where available) in lieu of the former contour-based market definition and the inclusion of non-commercial stations in counting the number of radio stations in the local market.

     As a result of the actions by the court and by Congress, the FCC continues to enforce the broadcast ownership rules that existed before its June 2003 order, except for those local radio ownership rules that the court allowed to take effect and except for the new national television station ownership cap that Congress revised by statute. It remains to be seen what rule changes the FCC will propose in response to the court’s remand order and whether those rules will withstand further judicial review.

     It is estimated that over 600 million radio receivers are in use by the American public. Approximately 98% of all households in the United States are equipped with television receivers; 75% of all households own more than one television set.

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     The link between audience size and advertising revenues is fundamental to the broadcasting industry. Broadcasters constantly seek to provide programming that will develop the widest appeal among radio listeners and television viewers. The more effectively the broadcaster is able to meet the preferences of the public, the larger the station’s audience will be. The larger the audience that a station can offer to advertisers, the more advertisers will be willing to pay for time on the station. This relationship between audience size and advertising revenues is axiomatic in the broadcasting industry and is the primary determinant of success or failure among station operators.

     In recent years, the broadcasting industry has become increasingly competitive. The FCC has issued additional licenses for radio and television stations in almost every market in the country. Moreover, traditional broadcast operators have come under increasing pressure from satellite-distributed program services, cable television systems, compact discs (CDs), digital video disks (DVDs), portable music devices (iPods), Internet businesses, and other competing technologies.

     In order to build the largest audience share possible, stations invest heavily in tangible assets, such as tall towers and powerful transmitters, and intangible assets such as on-air talent and programming agreements. Similarly, investments in equipment and intangible assets, such as managerial talent, may be oriented toward controlling costs and increasing profitability.

     It is in this marketplace, one defined by a strong relationship between audience size and revenue on one hand, and increasing competition on the other, that the Stations operate.

Marketplace Overview

     Even prior to the subprime mortgage crisis and the associated global economic malaise, 2008 was shaping up to be a difficult year for radio broadcasters. The slowing advertising market combined with the perception — due in large part to the

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aforementioned increase in media competition — that radio broadcasting is a waning medium has lead to substantial decreases in the value of radio properties, both in the public and private markets. The financial crisis has served to aggravate this decline, as advertising revenue expectations have fallen even further and the paralysis of the credit markets has brought transactions to a virtual standstill. A few key metrics of the radio broadcast industry stand out:

- The Radio Advertising Bureau estimates that total radio revenues are down 7.0% in 2008. BIA Advisory Services also forecasts a 7.0% decrease in 2008 and expects a 10.0% decrease in 2009. The most recent estimates from SNL Kagan have total (including non-spot) radio revenues down 8% - 9% in 2008 and a further 10.0% decrease has been forecast in 2009.¹ Between 2008 and 2018, SNL Kagan forecasts radio revenues to grow at only 0.8% per year. The lone bright spot comes from non-spot revenue, which is expected to be up 10.5% in 2008 and grow at an estimated 4.7% annually through 2018.

- Radio revenue as a share of total U.S. advertising dollars is expected to continue to decline. Slightly over 9.0% of total advertising spending in 2002, radio advertising is forecast to drop to 7.0% of total advertising dollars by 2010.

- Public and private radio values continue to fall, with the decreases dramatically outpacing any revenue or cash flow declines. In the public markets, the index of publicly-traded pure-play radio broadcast companies shows that radio stocks have fallen 87.8% in the last year alone. On the private market side, deal volume has dropped significantly, with 455 transactions taking place through September 2008, as compared to 1,131 transactions over the same period in 2007 and 678 transactions in 2006. At the same time, station values as a multiple of cash flow have also dropped. Stations have changed hands at an average of 10.7x cash flow in 2008, compared with 11.8x in 2007, 12.0x in 2006, and 13.2x in 2005.

Overall, these factors have combined to present a pessimistic view of the radio broadcast industry, which in turn has served to depress both public and private radio station values.

¹ SNL Kagan, Broadcast Investor: Deals and Finance, December 17, 2008.

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Sources

     In performing this analysis, various data sources were employed. These include Arbitron Radio USA; 2008 Broadcasting & Cable Yearbook; SNL Kagan’s Radio/TV Station Annual Outlook: Market-by-Market Revenue Projections; Market Statistics Demographics USA 2008, County Edition; various issues of Kagan Research B-Stats and Broadcast Investor. Deal and Finance; other industry publications; and internal financial statements, reports, and documents provided by Cox. These materials are assumed to be accurate with respect to factual matters.

FAS 142 Overview

     In July 2001, the Financial Accounting Standards Board (FASB) formally issued the standards in Statement 142, Goodwill and Other Intangible Assets. With certain limited exceptions, Statement 142 applies to fiscal years beginning after December 15, 2001.

Intangible Assets

     FAS 142 requires that intangible assets without determinable lives be reviewed for impairment. A recognized intangible asset should be amortized over its anticipated useful life. Such amortization must reflect any anticipated residual value associated with the asset. By contrast, an intangible asset with an indefinite useful life should not be amortized until its life can be determined. Both types of intangible assets must be tested for impairment annually or more frequently in cases where impairment may have occurred.

     Regarding these assets, the appropriate tests differ. For assets with determinable lives, the sum of the undiscounted cash flows over the life of the asset is compared to the carrying value, in accordance with Statement 144.¹ If the sum of the undiscounted cash flows does not exceed the carrying value, impairment exists and the Fair Value must be determined, with a loss equaling

¹ Financial Accounting Standards Board of the Financial Accounting Foundation, Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.

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the difference between the Fair Value and the carrying amount recognized. For intangible assets without determinable lives (those that are not subject to amortization), the test consists of comparing the Fair Value of the asset to its carrying amount. Where necessary, an impairment loss equal to the difference must be recognized.

     Regarding the combination of intangible assets for Statement 142 analysis, at their March 2002 meeting the FASB Emerging Issues Task Force (EITF) addressing Issue 02-7² released a consensus opinion. That opinion states:

- Separately recorded indefinite-lived intangible assets should be combined into a single unit of accounting if operated as a single asset.

- Determination is a matter of judgment.

- Certain indicators should be considered in making the determination.

Indicators that the assets should be combined include:

- The intangible assets were purchased in order to construct or enhance a single asset.

- Had the intangible assets been acquired in the same acquisition they would have been recorded as one asset.

- The intangible assets as a group represent the highest and best use of the assets.

- The marketing or branding strategy provides evidence that the intangible assets are complimentary.

Indicators that the assets should not be combined include:

- The intangible assets generate cash flows independent of any other intangible asset.

- Each intangible asset would likely be sold separately.

- The entity has adopted or is considering a plan to dispose of one or more intangible asset group separately.

- The intangible asset is used exclusively by different Statement 144 asset groups.

- Factors that might limit the useful life of one of the intangible assets would not similarly limit the useful lives of the other intangible assets combined in the unit of accounting.

     Finally, Statement 142 states that if goodwill and another asset of a reporting unit are tested for impairment at the same time, the other asset shall be tested for impairment before

² The Financial Accounting Standards Board, Emerging Issues Task Force, Issue 02-7, Meeting March 2002.

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goodwill. If the other asset is impaired, the impairment loss would be recognized prior to goodwill being tested for impairment.¹

Bond & Pecaro’s Experience

     The professional staff of Bond & Pecaro has been retained to appraise over 5,000 media and communications businesses. Because of our prior experience in the radio broadcasting industry, we are uniquely qualified to value the radio station assets owned and operated by Cox. Members of the firm have extensive experience in the areas of broadcast engineering, market research, valuation related tax matters, and financial analysis. Senior members of our staff testify routinely as expert witnesses on issues related to the value of communications companies and their tangible and intangible assets.

     The firm’s clients include AT&T, Belo, Cable One, CBS, Citadel, Clear Channel, Comcast, Conde Nast, Cox Enterprises, Discovery, Entercom, Fox, Gray, The Hearst Corporation, LIN, National Geographic, NBC, Newhouse, The New York Times, Paramount, Radio One, Regent, Time-Warner, Viacom, The Washington Post, Young Broadcasting, and many others.

¹ Financial Accounting Standards Board of the Financial Accounting Foundation, Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, pg. 11.

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ANALYSIS OF FCC LICENSES

COX RADIO, INC.

VARIOUS MARKETS

AS OF DECEMBER 31, 2008

EXECUTIVE SUMMARY

     An analysis has been prepared to determine the fair value of the Cox FCC licenses. The effective date of this analysis is December 31, 2008.

Valuation Methods

     FAS Statement 142 requires that intangible assets that have indefinite useful lives will not be amortized but rather will be tested at least annually for impairment.

FCC Licenses

     An analysis was undertaken to determine the value of the FCC licenses at the market level for the subject Radio Stations.

     In these analyses, Cox Radio, Inc.’s FCC licenses have been valued using an income approach. The income approach measures the expected economic benefits that these assets bring to their holder. The Fair Values of the FCC licenses can be expressed by discounting these future benefits.

Conclusion

     An analysis was undertaken to determine the value of the FCC licenses at the Cox Radio Stations. The following table summarizes the values of the Cox FCC licenses by market:

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	FCC License
	Appraised
Market	Value
Athens	$	26,692.3
Atlanta		274,234.6
Birmingham		26,686.9
Dayton		11,810.3
Greenville		9,413.8
Honolulu		5,898.2
Houston		73,414.6
Jacksonville		19,631.3
Long Island		56,886.9
Louisville		5,159.9
Miami		131,504.0
Orlando		117,388.8
Richmond		13,882.6
San Antonio		47,342.5
Tampa		81,254.6
Tulsa		26,195.0
Bridgeport		15,782.4
New Haven		19,230.9
Stamford-Norwalk		5,183.0
Total	$	967,592.5

Conditions and Limitations

     Cox Radio, Inc. recognizes and confirms that Bond & Pecaro, Inc., in connection with performing the valuation services hereunder, (i) reviewed certain historical business, financial, and other company information that was publicly available or furnished to Bond & Pecaro, Inc. by members of Cox’s management; (ii) reviewed certain financial forecasts and other data provided to Bond & Pecaro, Inc. by members of Cox’s management; and (iii) conducted discussions with members of Cox’s management with respect to the business prospects and financial forecasts of Cox. In connection with such review and discussions, Bond & Pecaro, Inc. has relied upon the accuracy and completeness of the foregoing financial and other information, and Bond & Pecaro, Inc. has not assumed any responsibility for any independent verification of such information. With

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respect to Cox’s financial projections, Bond & Pecaro, Inc. has assumed that such projections have been reasonably prepared and reflect the best current estimates and judgment of Cox management as to the future financial performance of Cox.

     This analysis is based upon a number of projections. Projections are inherently subject to varying degrees of uncertainty. Their accuracy depends, among other things, upon the reliability of the underlying assumptions and the occurrence of events beyond the control of Bond & Pecaro, Inc.

     Cox acknowledges that the valuation of the intangible assets described herein is a subjective appraisal based upon Bond & Pecaro, Inc.’s experience and judgment in valuation and that it is dependent upon certain economic, market, financial, and other conditions. It should be understood that the valuation is an estimate and not a precise calculation. As such, Cox acknowledges and agrees that Bond & Pecaro, Inc. shall not be liable to Cox or its respective officers, directors, advisors, representatives, agents, and employees or any third party for, or in connection with, (i) the valuation; (ii) any services provided in relation to the valuation; or (iii) any indirect, special, or consequential damages, even if Cox is advised of the possibility thereof.

     Cox shall indemnify and hold harmless Bond & Pecaro, Inc. and its respective officers, directors, advisors, representatives, agents, and employees, each such party an “Indemnified Person”, from and against any and all losses, claims, damages, liabilities, joint or several, related to or arising out of the valuation, including an Indemnified Person’s services relating to the valuation. Cox shall also reimburse each Indemnified Person for all expenses, including, but not limited to, reasonable fees and expenses of legal counsel, and usual and customary expenses for an Indemnified Person’s involvement in discovery proceedings or testimony incurred in connection with any threatened, or commenced, inquiry, investigation, action, or legal, administrative, or judicial proceedings related to or arising out of the valuation and any related services provided by

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Bond & Pecaro, Inc. The reimbursement obligations contained herein shall apply whether or not Bond & Pecaro, Inc. or any other Indemnified Person is a formal party to any proceeding. Notwithstanding the foregoing, Cox shall not be liable to an Indemnified Person for the foregoing claims and expenses to the extent that such claims and expenses are finally and judicially determined to have resulted directly and primarily from the bad faith, gross negligence, or willful misconduct of an Indemnified Person.

     Bond & Pecaro, Inc. makes no representations or warranties as to the accuracy or completeness of the information or projections and assumptions contained herein, or otherwise furnished in connection with this analysis. Neither Bond & Pecaro, Inc. nor its personnel assume any liability for damages, direct or indirect, arising out of or related to this report, the information or assumptions or projections contained herein, any omissions from this report, or any information otherwise provided regarding this report.

     Neither this firm nor any of its employees has any present or anticipated economic interest in Cox Radio, Inc., its individual radio stations, or any of its related subsidiaries. The compensation received by the firm was in no way contingent upon the values or the conclusions developed herein.

     This appraisal was prepared for Cox Radio, Inc. in connection with its compliance with the requirements of FAS Statement 142. The report is not to be otherwise cited or disseminated without the prior written consent of Bond & Pecaro, Inc.

     All information and conclusions contained in this report are based upon the best knowledge and belief of the undersigned, whose qualifications are attached hereto. The appraiser did not receive significant professional assistance regarding the preparation of this report other than from members of Bond & Pecaro’s staff.

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     Recipients of this report agree that all of the information contained herein is of a confidential nature. This report may not be reproduced in whole or in part, or distributed to others. Each recipient agrees to treat it in a confidential manner, and will not, directly or indirectly, disclose or permit its agents or affiliates to disclose any such information without the prior written consent of Bond & Pecaro, Inc.

BOND & PECARO, INC.
1920 N Street, N.W.
Suite 350
Washington, D.C. 20036
(202) 775-8870
February 19, 2009

/s/ Timothy S. Pecaro Timothy S. Pecaro

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ANALYSIS OF FCC LICENSES

COX RADIO, INC.

VARIOUS MARKETS

AS OF DECEMBER 31, 2008

FCC LICENSE VALUATION ANALYSIS

     The valuation method used in this appraisal is based on the premise that the only assets unbuilt start-up stations would possess are FCC licenses. Other station assets, such as tangible assets, advertising contracts, programming contracts, employment agreements, leases, service contracts, going concern value, assembled staff, and the like, are all obtained or developed after station operations commence.

     Discounted cash flow analyses were performed to establish the values of the FCC licenses within each market cluster. The results of the discounted cash flow analyses reflect the values attributable solely to each market’s FCC licenses.

     The discounted cash flow model incorporates variables such as the forecast growth rate of each radio market, including consideration of population growth, household income, retail sales, and other factors influencing advertising expenditures; the existing and likely media competition within the market area, not limited to local radio stations, but also considering cable systems, television stations, and newspapers within the market; and market radio net revenues and the audience and revenue shares it is reasonable to expect the Cox stations to achieve over the projection period. The variables used in the analyses reflect historical market growth trends and market conditions.

     The discounted cash flow projection period of ten years was determined to be an appropriate time horizon for the analyses. Broadcast station operators and investors typically expect to recover their investments within a ten-year period. It is during this period that

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projections regarding market revenues, station market shares, and operating profit margins can be made with the highest degree of accuracy.

     Over this ten-year period, radio market revenues, market revenue shares, and operating profit margins were used to project operating profits. Federal and state taxes were deducted from the projected operating profits to determine after- tax net income. Depreciation expenses were added back to the after-tax income stream and projected capital expenditures and changes in working capital were subtracted to calculate the Stations’ net after-tax cash flow in each market.

     The yearly stream of cash flows was adjusted to present value using a discount rate of 10.5%. The discount rate used is based upon an after-tax rate calculated for the broadcast industry as of December 31, 2008.

     Additionally, it was necessary to project the Stations’ terminal values at the end of the ten year projection period. In order to determine these values, depreciation expenses were deducted from the Year 11 operating cash flow to determine taxable income. Income taxes, capital expenditures, and net changes in working capital were then deducted, and depreciation expense was added back, to determine an estimated after-tax free cash flow to use in perpetuity. The after-tax free cash flow was divided by a capitalization rate to determine the terminal value. These results were then discounted to present value at a rate of 10.5%.

Discounted Cash Flow Analysis

     The assumptions used in the cash flow models reflect historical performance and trends in the Cox market clusters, as well as industry norms for similar stations. These assumptions, especially those pertaining to station revenue shares and operating profit margins, are, in part, reflective of the actual and forecast performance of Cox Radio as station owner. However, based on radio industry data, the revenue shares and operating margins used in the cash flow models all

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fall within a reasonable range of what could be expected from a typical market participant. The assumptions for the respective markets in this analysis are as follows:

Initial Capital Investment

     As shown in Tables 1-38 in Exhibit B, an initial capital investment would be required to construct a start-up physical plant for the stations in each Cox market. The respective initial capital investments would be allocated toward securing land, buildings, broadcast equipment, office equipment, and related tangible property. Additionally, these funds would cover normal organizational expenditures. The investment reflects the appraiser’s judgment of the cost of these assets and organizational requirements as of December 31, 2008 and is consistent with the actual acquisition costs of the subject assets.

Market Revenue Projections

     Radio market revenues have been based on estimated 2008 net revenues for each market through analysis of year-end 2007 and year-to-date 2008 market revenue data from Miller, Kaplan, Arase, & Co. (“Miller, Kaplan”) and market revenue projections contained in SNL Kagan Radio/TV Station Annual Outlook report. 2008 annual market revenues were calculated by applying the year-to- date percentage change of year-to-date 2008 versus 2007 to the 2007 annual revenues for each market. Additionally, a share analysis was conducted to determine the estimated impact of those stations in each market that did not report revenue data to Miller, Kaplan. The estimated share of revenue from non- reporting stations was then added to the gross total reported by Miller, Kaplan. Agency commissions were then deducted from the adjusted gross revenues at a rate of 12.0%. In order to provide an additional point of reference, the resulting net revenue estimate was averaged with the SNL Kagan 2008 net revenue estimate. In several markets, Miller,

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Kaplan data was not available, so 2008 markets revenues have been based only on SNL Kagan data. The complete calculation of the base year market revenues is detailed in Table 1.

     2008 total market revenues were determined based on this data and market revenues were forecast over the 10-year projection period to reflect the expected long-term growth rates for the radio broadcast industry and each market. The Communications Industry Forecast 2008-2012 from Veronis Suhler Stevenson projects that broadcast radio revenue will decline 2.0% in 2009. More recent forecast from SNL Kagan and BIA project 10.0% and 9.0% declines, respectively, in 2009. Based on consultation with Cox Radio and other radio broadcasters, and giving weight to the current economic environment, the appraiser believes that an 8.0% decline is appropriate for 2009 revenue projections in each market. Consistent with other industry analysts, we have forecast a slight recovery beginning in 2010. Over the 10-year projection period, radio revenue growth rates have been projected to return to growth rates equal to the expected long-term growth rate in each market. The long-term growth rates have been estimated based on historical and expected performance in each market and are equal to or slightly below inflation. In determining radio revenue growth rates in each market, the appraiser has reviewed revenue growth forecasts from industry analysts including Kagan, Veronis Suhler, Morgan Stanley, and the Radio Advertising Bureau.

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Table 1

2008 Net Radio Revenue Projections
(Dollar amounts in thousands)

												Adj. Audience			Est. Adj.
	2007 YTD		2008 YTD		Sept. 07 -			2007		Est. 2008		Share of Non-			2008		Est. 2008		Est. 2008		Average
	MK Revs		MK Revs		Sept. 08			Gross MK		Gross MK		Reporting			Gross Total		NET Total		Kagan NET		2008 Net
Market	Thru Sept.		Thru Sept.		Growth			Revenues		Revenues		Stations			Revenues		Revenues1		Revenues1		Revenues
Athens2								Miller Kaplan Data Unavailable												N/A		N/A
Atlanta	$	278,837	$	240,107		-13.9	%	$	375,501	$	323,345		3.6	%	$	334,985	$	294,787	$	356,840	$	325,800
Birmingham		34,620		32,990		-4.7	%		46,972		44,760		10.8	%		49,595		43,643		43,736		43,700
Dayton		27,411		25,928		-5.4	%		37,333		35,313		7.8	%		38,068		33,500		35,376		34,400
Greenville		29,645		27,221		-8.2	%		39,376		36,156		11.6	%		40,350		35,508		39,776		37,600
Honolulu		27,038		26,429		-2.3	%		36,887		36,056		5.7	%		38,111		33,538		33,880		33,700
Houston		251,639		245,493		-2.4	%		337,832		329,581		10.3	%		363,528		319,904		334,840		327,400
Jacksonville		50,555		46,177		-8.7	%		67,319		61,489		4.0	%		63,949		56,275		59,752		58,000
Long Island		39,767		40,057		0.7	%		53,292		53,681		4.4	%		56,043		49,317		47,344		48,300
Louisville		37,262		35,683		-4.2	%		50,085		47,963		2.9	%		49,354		43,431		44,880		44,200
Miami		217,105		198,026		-8.8	%		295,869		269,868		6.3	%		286,870		252,446		267,784		260,100
Orlando		115,398		105,927		-8.2	%		153,346		140,761		8.4	%		152,584		134,274		120,912		127,600
Richmond		43,567		39,831		-8.6	%		57,543		52,609		1.3	%		53,292		46,897		52,448		49,700
San Antonio		76,506		78,527		2.6	%		101,721		104,408		8.8	%		113,596		99,964		101,992		101,000
Tampa		118,751		105,689		-11.0	%		158,154		140,758		9.0	%		153,426		135,015		137,808		136,400
Tulsa								Miller Kaplan Data Unavailable												42,680		42,700
Bridgeport								Miller Kaplan Data Unavailable												9,856		9,900
New Haven								Miller Kaplan Data Unavailable												16,808		16,800
Stamford-Norwalk								Miller Kaplan Data Unavailable												17,776		17,800

1	Athens is not a ranked radio market, and as such, there is no market revenue data available. The FCC license revenues are based on the CXR clusters’ actual revenues. The base revenues have been adjusted upward to reflect the fact that the WNGC signal could be moved to downtown Atlanta and compete in the 9th ranked Atlanta market.
2	Gross revenues adjusted for agency commissions at a rate of 12.0%.

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Market Revenue Share Projections

     Market revenue share projections are based upon the average adjusted audience share from Arbitron’s most recent ratings periods for comparable stations operating in each market. The average share for each station over four Arbitron ratings periods was calculated. For each market, stations that received a share from Arbitron but were not home to the market — and thus do not compete for revenue in that market – were removed from the analysis. These shares were then adjusted to total 100%. This assumption is not necessarily specific to the performance of Cox Radio stations and is predicated on the expectation that a new entrant into the market could reasonably be expected to perform at a level similar to the average competitor, assuming that competitor had similar technical facilities. In instances where the revenue or audience share of the Cox Radio market cluster has historically fallen well below the peer performance, certain adjustments were made to mitigate the hypothetical share.

     Based upon the experience of similar stations operating in comparable radio markets, new stations with similar facilities could expect to attain a stable revenue share by the end of a three-year maturation period. Revenue shares for the intermediate three-year period were estimated using linear interpolation.

Operating Profit Margins

     Operating profits are defined as profit before interest, depreciation and amortization, income tax, and corporate allocation charges. Operating profits are then divided by broadcast revenues, net of agency and representative commissions, to compute the operating profit margin.

     Operating profit margins for each Station are projected based upon industry operating margin norms from Bond & Pecaro internal data through August 31, 2008, which reflect market size and station type. This assumption is not specific to the performance of the Cox stations and is

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predicated on the expectation that a new entrant into the market could reasonably be expected to perform at a level similar to the typical competitor. While radio station operating margins have fallen in recent years, most radio broadcast owners have made significant cost-cutting moves in the past year and, as a result, margins have remained relatively strong. A summary of the mean and median operating margins by market size and station type is detailed in Table 2. In instances where the margin of the Cox Radio market cluster has historically fallen well below the peer performance, certain adjustments were made to mitigate the hypothetical margin.

     Given industry experience of comparable stations, new stations with similar facilities could expect to attain a stable operating margin by the end of a three-to five-year maturation period. Operating margins for the intermediate three-to five-year period were estimated using linear interpolation.

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Table 2

Radio Operating Profit Margins¹

	FM			FM			AM			AM			AM/FM			AM/FM
Market Bracket	Average			Median			Average			Median			Average			Median
Average All		45.1	%		39.4	%		42.2	%		29.4	%		44.8	%		38.6	%
Average 1-5		43.2	%		44.6	%		34.4	%		39.9	%		43.0	%		44.6	%
Average 6-10		54.1	%		49.8	%		49.3	%		46.0	%		53.0	%		49.2	%
Average 1-10		47.7	%		45.5	%		47.4	%		45.5	%		47.7	%		45.5	%
Average 11-25		48.7	%		46.6	%		45.6	%		40.2	%		48.2	%		45.9	%
Average 1-25		48.2	%		46.1	%		46.4	%		44.8	%		47.9	%		45.9	%
Average 26-50		43.9	%		41.7	%		38.2	%		30.8	%		43.0	%		39.6	%
Average 51-75		40.7	%		36.1	%		29.4	%		14.1	%		39.9	%		23.1	%
Average 26-75		41.9	%		35.8	%		35.6	%		21.6	%		41.1	%		33.9	%
Average 76+		35.7	%		35.2	%		14.7	%		22.5	%		33.6	%		30.5	%
Average 51+		32.7	%		29.8	%		28.5	%		18.5	%		32.1	%		26.3	%

¹ From Bond & Pecaro internal data through August 31, 2008.

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Depreciation and Amortization

     Depreciation expense for each year has been determined using the MACRS schedule for 5, 7, 15, and 39 year property, based upon the reported cost of fixed assets present at the Cox stations. A provision has also been made for the intangible assets at the Cox stations, which are amortized over a 15-year period on a straight line basis for tax purposes. In the case of this analysis, intangible assets comprise the subject FCC licenses at each reporting unit.

Federal and State Tax Rates

     An estimated tax rate was applied to the projected taxable income of the Stations in each market. This estimated rate reflects the effective combined federal and state tax rates in effect as of December 31, 2008.

Subsequent Capital Expenditures

     Subsequent annual capital expenditures were estimated at 5.0% of the initial investment in property, plant, and equipment for each market. These expenditures are necessary in order to replace assets that become irreparable, technically obsolete, or for other reasons are no longer useful at the individual stations.

Changes in Working Capital

     After-tax cash flow was adjusted for changes in working capital. The change in working capital reflects the difference between current assets and current liabilities and the ability of the Stations to fund working capital needs. A rate of 12.3% of revenues was determined to be appropriate in calculating changes in working capital, which equates to a reserve of approximately 45 days of sales and reflects the fact that the radio broadcast industry is not working capital intensive.

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Net After-Tax Cash Flow

     Net after-tax cash flow was determined in two steps. After taxes were subtracted from the Stations’ taxable income, non-cash depreciation and amortization expenses were added back to net income to yield after-tax cash flow. From the after-tax cash flow, the provision for subsequent capital expenditures was deducted to calculate net after-tax cash flows.

Discount Rate

     As of December 31, 2008, the base discount rate for the radio broadcast industry was determined to be 10.5%. The discount rate is not specific to Cox Radio or to the Stations, but is based upon the rate that would be used by a typical market participant. A full analysis of the 10.5% discount is contained in Exhibit A.

Capitalization Rate

     The net after-tax cash flow was capitalized using a capitalization rate, resulting in a terminal value. The capitalization rate was determined by subtracting a long-term growth rate from the 10.5% discount rate. The long-term growth rates ranged from 1.0% to 2.5% based upon market conditions, anticipated station performance, forecasts prepared by Kagan Research, forecasts prepared by Cox, and discussions with Cox management.

Present Value of Terminal Value

     In the analyses, depreciation expenses were deducted from the Year 11 operating cash flow to determine taxable income. Income taxes, capital expenditures, and net changes in working capital were then deducted, and depreciation expense was added back, to determine an estimated after-tax free cash flow to use in perpetuity. The after-tax free cash flow was divided by a

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capitalization rate to determine the terminal value. This result was then discounted to present value at a rate of 10.5%. The fair value incorporates the cumulative present value of the net after-tax cash flows over the ten-year projection period, the discounted terminal value, and the present value of the tax benefit of the remaining intangible asset amortization in Years 11 through 15.

Valuation Conclusion

     Based upon the analyses continued herein, the total value of the subject Cox FCC licenses has been determined to be approximately $967.6 million. In Exhibit B, two tables are presented for each market which detail the calculations underlying each valuation.

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EXHIBIT A

WEIGHTED AVERAGE COST OF CAPITAL CALCULATION

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EXHIBIT A

Weighted Average Cost of Capital Calculation

As of December 31, 2008, the base discount rate for the radio broadcast industry was determined to be 10.5%. The discount rate is based on an after-tax rate determined using the Weighted Average Cost of Capital Model, as follows:

WACC = [Re x E] + [Rd x D]

where:
	WAAC	=	Weighted average cost of capital
	Re	=	Cost of equity
	Rd	=	Cost of debt
	E	=	Percentage of equity in capital structure
	D	=	Percentage of debt in capital structure

Cost of Equity

In this calculation, the cost of equity is determined using a build-up method using the formula:

Re = Rf + [Rp +[B x [Rm – Rf ]]]

where:
	Re	=	Cost of equity
	Rf	=	Rate of return on a risk-free security
	Rm	=	Long-term return on market
	Rp	=	Risk premium for small stocks
	B	=	Industry beta

and:

Risk-Free Return (Rf)

As is widely accepted, the risk-free return is based on the yields of U.S. Treasury securities as the instruments are considered to have the least risk of default. The duration of the security used should match the term of the discounted cash flow projection. As such, we have used the monthly average of the 10-year Treasury note as of November 2008.

Long-Term Market Return (Rm)

The 40-year average market return from the S&P 500 (1968-2007) was used to estimate the long-term return on the market. A 40-year time frame was deemed appropriate because it captures variations in long-term market returns while smoothing out the impact of business cycles and annual fluctuations. This time frame also reflects the uncertainty of the direction and magnitude of future yields on the market. A shorter time frame would not capture the long-term cyclicality of returns in the market. Additionally, while there is some debate on whether the expected return should be forward-looking, it is the appraiser’s opinion that employing a component that is predictive and subject to an array of assumptions adds an unnecessary level of uncertainty to the calculation.

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Small Stock Risk Premium (Rp)

A risk premium for small stocks was added to incorporate the risk over and beyond the broad market average. The appraiser utilized the micro-cap size premium from Morningstar’s Stocks, Bonds, Bill and Inflation 2008 Classic Yearbook. The micro-cap bracket comprises companies in the 9th and 10th deciles of market capitalization.

Beta (B)

The beta measures how the return of a specific stock (or portfolio) correlates to the return of the financial market (or the index that stock is listed on) as a whole.

So:

				Source
Rf	=	3.53	%	10-year Treasury Note, Monthly Average 11/08
Rm	=	11.23	%	1968-2007 Average S&P 500 Returns
Rp	=	3.65	%	Micro-cap Size Premium, Morningstar SBBI 2008 Classic Yearbook
B	=	1.23

Then:

3.53% + [3.65% + [1.23 x [11.23% – 3.53%]]] = 16.65%

Re = 16.7%

Cost of Debt

The cost of debt capital is estimated at the rate that a typical purchaser of the Radio One radio stations would require on interest-bearing debt. In this analysis, it has been assumed that the most likely buyer would come from a pool of publicly-traded radio broadcast owners. Because interest on debt is tax deductible, the after-tax rate has been used in the calculation:

Rd = R x [1 – t]

where:

Rd	=	After-tax cost of debt
R	=	Pre-tax cost of debt/corporate borrowing rate
t	=	Estimated tax rate

and:

Pre-tax cost of debt (R)

As all of the peer companies currently have debt ratings that fall below investment-grade, indicating that their cost of debt would be higher than the average investor, we have estimated the pre-tax cost of debt to be reflective of current corporate BBB rated 7-10 year bond rate, which generally comports with the average debt rating from Moody’s for the subject companies. The daily average yield for the month of November was employed to mitigate the recent volatility in the returns.

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Tax rate (t)

The tax rate is not Radio One specific and has been estimated as the effective tax rate for the peer group.

So:

				Source
R	=	10.31	%	Average Corporate BBB Bond Yield from 11/01/08 to 11/30/08 from the Merrill Lynch Corporate BBB 7-10 Year Bond Index
t	=	38.00	%	Estimated

Then:

10.31% x [1 – 38.0%] = 6.39%

Rd = 6.4%

WACC Conclusion

As follows from the above analysis, the appraiser estimates that as of December 31, 2008, the WACC for the radio broadcast industry is 10.5%:

WACC = [Re x E] + [Rd x D]

= [16.7% x 40.0%] + [6.4% x 60.0%]¹

= 10.5%

A summary of the analysis and the companies used in the WACC calculation can be found in the following tables.

¹ The average capital structure for the set of publicly-traded radio broadcast companies using SEC filing data available as of December 31, 2008 was 76.0% debt/24.0% equity. In order to reflect that the fair value of many of these companies’ debt is trading at less than face value and that the average capital structure is not consistent with the historical norms for these same companies, the appraiser has opted to use an estimated, normalized capital structure in the calculation of the WACC.

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Companies Used in the Calculation of Radio Industry
Weighted Average Cost of Capital¹
(Dollars Amounts Shown in Millions)

													Total
			Debt/			Equity/			Total		Total		Market Cap
Radio Company	Beta		Capital			Capital			Debt		Market Cap		& Debt
Beasley		1.88		85.3	%		14.7	%	$	232.9	$	40.1	$	273.0
Citadel		2.11		93.0	%		7.0	%		2,782.8		210.6		2,993.3
Cox Radio		0.68		49.8	%		50.2	%		851.2		858.4		1,709.6
Cumulus		1.42		83.4	%		16.6	%		911.7		181.0		1,092.7
Entercom		1.47		85.2	%		14.8	%		1,092.2		190.0		1,282.3
Radio One		1.33		92.9	%		7.1	%		878.5		67.1		945.7
Regent		0.39		84.5	%		15.5	%		192.1		35.2		227.3
Saga Communications		0.20		65.0	%		35.0	%		178.7		96.1		274.7
Salem Communications		1.98		93.2	%		6.8	%		403.8		29.6		433.4
Spanish Broadcasting		1.17		94.3	%		5.7	%		411.3		24.6		436.0
Emmis Communications		2.25		95.2	%		4.8	%		696.8		35.3		732.1
Entravision		1.50		69.7	%		30.3	%		537.3		233.6		770.9
Fisher		0.36		35.4	%		64.6	%		188.2		344.2		532.4
CBS		0.89		57.4	%		42.6	%		13,343.8		9,908.4		23,252.2
Journal Communications		0.84		55.5	%		44.5	%		326.4		261.5		587.8
Average		1.23		76.0	%		24.0	%

¹ SEC Filings and Google Finance, U.S. Company Fundamentals as of September 30, 2008.

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EXHIBIT B
COX FCC LICENSE VALUATION TABLES

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Table 1

Projected Athens, Georgia FCC License Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Projected Athens Revenues	$	1,437.5		$	4,334.1		$	7,295.7		$	10,367.2		$	12,085.2		$	12,387.3		$	12,697.0		$	13,014.4		$	13,339.8		$	13,673.3
Operating Profit Margin		3.9	%		11.6	%		19.3	%		27.0	%		34.7	%		38.6	%		38.6	%		38.6	%		38.6	%		38.6	%
Operating Cash Flow	$	56.1		$	502.8		$	1,408.1		$	2,799.1		$	4,193.6		$	4,781.5		$	4,901.0		$	5,023.6		$	5,149.2		$	5,277.9
Less: Depreciation		203.2			358.2			279.7			230.5			232.5			194.7			155.9			155.7			154.8			155.4
Less: Amortization		1,779.5			1,779.5			1,779.5			1,779.5			1,779.5			1,779.5			1,779.5			1,779.5			1,779.5			1,779.5
Taxable Income	$	(1,926.6	)	$	(1,634.9	)	$	(651.1	)	$	789.1		$	2,181.6		$	2,807.3		$	2,965.6		$	3,088.4		$	3,214.9		$	3,343.0
Income Taxes		0.0			0.0			0.0			0.0			0.0			594.9			1,126.9			1,173.6			1,221.7			1,270.3
Net Income	$	(1,926.6	)	$	(1,634.9	)	$	(651.1	)	$	789.1		$	2,181.6		$	2,212.4		$	1,838.7		$	1,914.8		$	1,993.2		$	2,072.7
Add Back: Depreciation and Amortization		1,982.7			2,137.7			2,059.2			2,010.0			2,012.0			1,974.2			1,935.4			1,935.2			1,934.3			1,934.9
After-Tax Cash Flow	$	56.1		$	502.8		$	1,408.1		$	2,799.1		$	4,193.6		$	4,186.6		$	3,774.1		$	3,850.0		$	3,927.5		$	4,007.6
Less: Change in Working Capital		176.8			356.3			364.3			377.8			211.3			37.2			38.1			39.0			40.0			41.0
Less: Capital Expenditures		3,115.2			104.8			104.8			104.8			104.8			104.8			104.8			104.8			104.8			104.8
Net After-Tax Cash Flow	$	(3,235.9	)	$	41.7		$	939.0		$	2,316.5		$	3,877.5		$	4,044.6		$	3,631.2		$	3,706.2		$	3,782.7		$	3,861.8
Present Value Net After-Tax Cash Flow @ 10.5%	$	(3,078.3	)	$	35.9		$	731.6		$	1,633.3		$	2,474.1		$	2,335.5		$	1,897.6		$	1,752.7		$	1,618.9		$	1,495.7
Cumulative Present Value Net After-Tax Cash Flow	$	(3,078.3	)	$	(3,042.4	)	$	(2,310.8	)	$	(677.5	)	$	1,796.6		$	4,132.1		$	6,029.7		$	7,782.4		$	9,401.3		$	10,897.0
Total Present Value Net After-Tax Cash Flow	$	10,897.0

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Table 2

Valuation of Athens, Georgia FCC Licenses
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	5,277.9
Operating Cash Flow Growth Rate		2.5	%
Year 11 Terminal Operating Cash Flow	$	5,409.8
Less: Depreciation		155.4
Taxable Income	$	5,254.4
Tax Rate2		38.0	%
Income Taxes	$	1,996.7
Net Income	$	3,257.7
Plus: Depreciation		155.4
After-Tax Cash Flow	$	3,413.1
Less: Capital Expenditures	$	155.4
Less: Change in Working Capital		41.0
Estimated Perpetuity After-Tax Free Cash Flow	$	3,216.7
Discount Rate2		10.5	%
Long Term Growth Rate2		2.5	%
Capitalization Rate		8.0	%
Future Terminal Value	$	40,209.1
Discounted Terminal Value @ 10.5%2	$	14,815.0
Total Present Value Cash Flow1		10,897.0
Plus: Present Value Tax Benefit of Remaining Amortization		980.3
Indicated Value: Athens FCC Licenses	$	26,692.3

1	See previous table.
2	See text.

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Table 3

Projected Atlanta, Georgia FCC License Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	299,736.0		$	301,234.7		$	304,247.0		$	308,810.7		$	314,986.9		$	322,861.6		$	330,933.1		$	339,206.4		$	347,686.6		$	356,378.8
Atlanta Market Revenue Share		4.6	%		13.9	%		23.2	%		27.8	%		27.8	%		27.8	%		27.8	%		27.8	%		27.8	%		27.8	%
Projected Atlanta Revenues	$	13,787.9		$	41,871.6		$	70,585.3		$	85,849.4		$	87,566.4		$	89,755.5		$	91,999.4		$	94,299.4		$	96,656.9		$	99,073.3
Operating Profit Margin		7.5	%		22.4	%		37.3	%		44.8	%		44.8	%		44.8	%		44.8	%		44.8	%		44.8	%		44.8	%
Operating Cash Flow	$	1,034.1		$	9,379.2		$	26,328.3		$	38,460.5		$	39,229.7		$	40,210.5		$	41,215.7		$	42,246.1		$	43,302.3		$	44,384.8
Less: Depreciation		1,492.3			2,469.7			1,643.0			1,141.9			1,147.3			797.8			433.7			398.8			361.5			364.2
Less: Amortization		18,282.3			18,282.3			18,282.3			18,282.3			18,282.3			18,282.3			18,282.3			18,282.3			18,282.3			18,282.3
Taxable Income	$	(18,740.5	)	$	(11,372.8	)	$	6,403.0		$	19,036.3		$	19,800.1		$	21,130.4		$	22,499.7		$	23,565.0		$	24,658.5		$	25,738.3
Income Taxes		0.0			0.0			0.0			0.0			5,747.9			8,029.6			8,549.9			8,954.7			9,370.2			9,780.6
Net Income	$	(18,740.5	)	$	(11,372.8	)	$	6,403.0		$	19,036.3		$	14,052.2		$	13,100.8		$	13,949.8		$	14,610.3		$	15,288.3		$	15,957.7
Add Back: Depreciation and Amortization		19,774.6			20,752.0			19,925.3			19,424.2			19,429.6			19,080.1			18,716.0			18,681.1			18,643.8			18,646.5
After-Tax Cash Flow	$	1,034.1		$	9,379.2		$	26,328.3		$	38,460.5		$	33,481.8		$	32,180.9		$	32,665.8		$	33,291.4		$	33,932.1		$	34,604.2
Less: Change in Working Capital		1,695.9			3,454.3			3,531.8			1,877.5			211.2			269.3			276.0			282.9			290.0			297.2
Less: Capital Expenditures		9,568.8			397.8			397.8			397.8			397.8			397.8			397.8			397.8			397.8			397.8
Net After-Tax Cash Flow	$	(10,230.6	)	$	5,527.1		$	22,398.7		$	36,185.2		$	32,872.8		$	31,513.8		$	31,992.0		$	32,610.7		$	33,244.3		$	33,909.2
Present Value Net After-Tax Cash Flow @ 10.5%	$	(9,732.4	)	$	4,758.3		$	17,450.9		$	25,513.1		$	20,975.2		$	18,197.4		$	16,718.1		$	15,422.1		$	14,227.8		$	13,133.4
Cumulative Present Value Net After-Tax Cash Flow	$	(9,732.4	)	$	(4,974.1	)	$	12,476.8		$	37,989.9		$	58,965.1		$	77,162.5		$	93,880.6		$	109,302.7		$	123,530.5		$	136,663.9
Total Present Value Net After-Tax Cash Flow	$	136,663.9

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Table 4

Valuation of Atlanta, Georgia FCC Licenses
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	44,384.8
Operating Cash Flow Growth Rate		2.5	%
Year 11 Terminal Operating Cash Flow	$	45,494.4
Less: Depreciation		364.2
Taxable Income	$	45,130.2
Tax Rate2		38.0	%
Income Taxes	$	17,149.5
Net Income	$	27,980.7
Plus: Depreciation		364.2
After-Tax Cash Flow		28,344.9
Less: Capital Expenditures	$	364.2
Less: Change in Working Capital		297.2
Estimated Perpetuity After-Tax Free Cash Flow	$	27,683.5
Discount Rate2		10.5	%
Long Term Growth Rate2		2.5	%
Capitalization Rate		8.0	%
Future Terminal Value	$	346,044.1
Discounted Terminal Value @ 10.5%2	$	127,499.6
Total Present Value Cash Flow1		136,663.9
Plus: Present Value Tax Benefit of Remaining Amortization		10,071.1
Indicated Value: Atlanta FCC Licenses	$	274,234.6

1	See previous table.
2	See text.

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Table 5

Projected Birmingham, Alabama FCC License Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	40,204.0		$	40,364.8		$	40,687.7		$	41,176.0		$	41,834.8		$	42,671.5		$	43,524.9		$	44,395.4		$	45,283.3		$	46,189.0
Birmingham Market Revenue Share		6.3	%		18.9	%		31.5	%		37.7	%		37.7	%		37.7	%		37.7	%		37.7	%		37.7	%		37.7	%
Projected Birmingham Revenues	$	2,532.9		$	7,628.9		$	12,816.6		$	15,523.4		$	15,771.7		$	16,087.2		$	16,408.9		$	16,737.1		$	17,071.8		$	17,413.3
Operating Profit Margin		5.7	%		17.0	%		28.3	%		33.9	%		33.9	%		33.9	%		33.9	%		33.9	%		33.9	%		33.9	%
Operating Cash Flow	$	144.4		$	1,296.9		$	3,627.1		$	5,262.4		$	5,346.6		$	5,453.6		$	5,562.6		$	5,673.9		$	5,787.3		$	5,903.1
Less: Depreciation		879.6			1,492.3			1,061.5			796.2			789.6			625.3			448.8			404.3			357.7			360.0
Less: Amortization		1,779.1			1,779.1			1,779.1			1,779.1			1,779.1			1,779.1			1,779.1			1,779.1			1,779.1			1,779.1
Taxable Income	$	(2,514.3	)	$	(1,974.5	)	$	786.5		$	2,687.1		$	2,777.9		$	3,049.2		$	3,334.7		$	3,490.5		$	3,650.5		$	3,764.0
Income Taxes		0.0			0.0			0.0			0.0			675.1			1,167.8			1,277.2			1,336.9			1,398.1			1,441.6
Net Income	$	(2,514.3	)	$	(1,974.5	)	$	786.5		$	2,687.1		$	2,102.8		$	1,881.4		$	2,057.5		$	2,153.6		$	2,252.4		$	2,322.4
Add Back: Depreciation and Amortization		2,658.7			3,271.4			2,840.6			2,575.3			2,568.7			2,404.4			2,227.9			2,183.4			2,136.8			2,139.1
After-Tax Cash Flow	$	144.4		$	1,296.9		$	3,627.1		$	5,262.4		$	4,671.5		$	4,285.8		$	4,285.4		$	4,337.0		$	4,389.2		$	4,461.5
Less: Change in Working Capital		311.5			626.8			638.1			332.9			30.5			38.8			39.6			40.4			41.2			42.0
Less: Capital Expenditures		7,250.6			339.1			339.1			339.1			339.1			339.1			339.1			339.1			339.1			339.1
Net After-Tax Cash Flow	$	(7,417.7	)	$	331.0		$	2,649.9		$	4,590.4		$	4,301.9		$	3,907.9		$	3,906.7		$	3,957.5		$	4,008.9		$	4,080.4
Present Value Net After-Tax Cash Flow @ 10.5%	$	(7,056.5	)	$	285.0		$	2,064.6		$	3,236.5		$	2,744.9		$	2,256.6		$	2,041.5		$	1,871.6		$	1,715.7		$	1,580.4
Cumulative Present Value Net After-Tax Cash Flow	$	(7,056.5	)	$	(6,771.5	)	$	(4,706.9	)	$	(1,470.4	)	$	1,274.5		$	3,531.1		$	5,572.6		$	7,444.2		$	9,159.9		$	10,740.3
Total Present Value Net After-Tax Cash Flow	$	10,740.3

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Table 6

Valuation of Birmingham, Alabama FCC Licenses
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	5,903.1
Operating Cash Flow Growth Rate		2.0	%
Year 11 Terminal Operating Cash Flow	$	6,021.2
Less: Depreciation		360.0
Taxable Income	$	5,661.2
Tax Rate2		38.3	%
Income Taxes	$	2,168.2
Net Income	$	3,493.0
Plus: Depreciation		360.0
After-Tax Cash Flow		3,853.0
Less: Capital Expenditures	$	360.0
Less: Change in Working Capital		42.0
Estimated Perpetuity After-Tax Free Cash Flow	$	3,451.0
Discount Rate2		10.5	%
Long Term Growth Rate2		2.0	%
Capitalization Rate		8.5	%
Future Terminal Value	$	40,599.5
Discounted Terminal Value @ 10.5%2	$	14,958.8
Total Present Value Cash Flow1		10,740.3
Plus: Present Value Tax Benefit of Remaining Amortization		987.8
Indicated Value: Birmingham FCC Licenses	$	26,686.9

1	See previous table.
2	See text.

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Table 7

Projected Dayton, Ohio FCC License Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	31,648.0		$	31,711.3		$	31,838.1		$	32,029.1		$	32,285.3		$	32,608.2		$	32,934.3		$	33,263.6		$	33,596.2		$	33,932.2
Dayton Market Revenue Share		3.5	%		10.5	%		17.5	%		21.0	%		21.0	%		21.0	%		21.0	%		21.0	%		21.0	%		21.0	%
Projected Dayton Revenues	$	1,107.7		$	3,329.7		$	5,571.7		$	6,726.1		$	6,779.9		$	6,847.7		$	6,916.2		$	6,985.4		$	7,055.2		$	7,125.8
Operating Profit Margin		5.7	%		17.0	%		28.3	%		33.9	%		33.9	%		33.9	%		33.9	%		33.9	%		33.9	%		33.9	%
Operating Cash Flow	$	63.1		$	566.0		$	1,576.8		$	2,280.1		$	2,298.4		$	2,321.4		$	2,344.6		$	2,368.1		$	2,391.7		$	2,415.6
Less: Depreciation		324.9			539.5			361.9			253.4			250.9			179.2			104.3			92.1			79.3			79.9
Less: Amortization		787.4			787.4			787.4			787.4			787.4			787.4			787.4			787.4			787.4			787.4
Taxable Income	$	(1,049.2	)	$	(760.9	)	$	427.5		$	1,239.3		$	1,260.1		$	1,354.8		$	1,452.9		$	1,488.6		$	1,525.0		$	1,548.3
Income Taxes		0.0			0.0			0.0			0.0			442.3			536.5			575.3			589.5			603.9			613.1
Net Income	$	(1,049.2	)	$	(760.9	)	$	427.5		$	1,239.3		$	817.8		$	818.3		$	877.6		$	899.1		$	921.1		$	935.2
Add Back: Depreciation and Amortization		1,112.3			1,326.9			1,149.3			1,040.8			1,038.3			966.6			891.7			879.5			866.7			867.3
After-Tax Cash Flow	$	63.1		$	566.0		$	1,576.8		$	2,280.1		$	1,856.1		$	1,784.9		$	1,769.3		$	1,778.6		$	1,787.8		$	1,802.5
Less: Change in Working Capital		136.2			273.3			275.8			142.0			6.6			8.3			8.4			8.5			8.6			8.7
Less: Capital Expenditures		1,878.4			87.9			87.9			87.9			87.9			87.9			87.9			87.9			87.9			87.9
Net After-Tax Cash Flow	$	(1,951.5	)	$	204.8		$	1,213.1		$	2,050.2		$	1,761.6		$	1,688.7		$	1,673.0		$	1,682.2		$	1,691.3		$	1,705.9
Present Value Net After-Tax Cash Flow @ 10.5%	$	(1,856.5	)	$	176.3		$	945.2		$	1,445.5		$	1,124.0		$	975.1		$	874.2		$	795.5		$	723.8		$	660.7
Cumulative Present Value Net After-Tax Cash Flow	$	(1,856.5	)	$	(1,680.2	)	$	(735.0	)	$	710.5		$	1,834.5		$	2,809.6		$	3,683.8		$	4,479.3		$	5,203.1		$	5,863.8
Total Present Value Net After-Tax Cash Flow	$	5,863.8

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Table 8

Valuation of Dayton, Ohio FCC Licenses
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	2,415.6
Operating Cash Flow Growth Rate		1.0	%
Year 11 Terminal Operating Cash Flow	$	2,439.8
Less: Depreciation		79.9
Taxable Income	$	2,359.9
Tax Rate2		39.6	%
Income Taxes	$	934.5
Net Income	$	1,425.4
Plus: Depreciation		79.9
After-Tax Cash Flow		1,505.3
Less: Capital Expenditures	$	79.9
Less: Change in Working Capital		8.7
Estimated Perpetuity After-Tax Free Cash Flow	$	1,416.7
Discount Rate2		10.5	%
Long Term Growth Rate2		1.0	%
Capitalization Rate		9.5	%
Future Terminal Value	$	14,912.4
Discounted Terminal Value @ 10.5%2	$	5,494.5
Total Present Value Cash Flow1		5,863.8
Plus: Present Value Tax Benefit of Remaining Amortization		452.0
Indicated Value: Dayton FCC Licenses	$	11,810.3

1	See previous table.
2	See text.

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Table 9

Projected Greenville-Spartanburg, South Carolina FCC License Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	34,592.0		$	34,695.8		$	34,904.0		$	35,218.1		$	35,640.7		$	36,175.3		$	36,717.9		$	37,268.7		$	37,827.7		$	38,395.1
Greenville Market Revenue Share		2.3	%		6.9	%		11.5	%		13.8	%		13.8	%		13.8	%		13.8	%		13.8	%		13.8	%		13.8	%
Projected Greenville Revenues	$	795.6		$	2,394.0		$	4,014.0		$	4,860.1		$	4,918.4		$	4,992.2		$	5,067.1		$	5,143.1		$	5,220.2		$	5,298.5
Operating Profit Margin		6.0	%		17.9	%		29.8	%		35.8	%		35.8	%		35.8	%		35.8	%		35.8	%		35.8	%		35.8	%
Operating Cash Flow	$	47.7		$	428.5		$	1,196.2		$	1,739.9		$	1,760.8		$	1,787.2		$	1,814.0		$	1,841.2		$	1,868.8		$	1,896.9
Less: Depreciation		226.0			380.6			265.5			194.7			191.6			148.0			101.5			89.3			76.7			77.2
Less: Amortization		627.6			627.6			627.6			627.6			627.6			627.6			627.6			627.6			627.6			627.6
Taxable Income	$	(805.9	)	$	(579.7	)	$	303.1		$	917.6		$	941.6		$	1,011.6		$	1,084.9		$	1,124.3		$	1,164.5		$	1,192.1
Income Taxes		0.0			0.0			0.0			0.0			289.7			377.3			404.7			419.4			434.4			444.7
Net Income	$	(805.9	)	$	(579.7	)	$	303.1		$	917.6		$	651.9		$	634.3		$	680.2		$	704.9		$	730.1		$	747.4
Add Back: Depreciation and Amortization		853.6			1,008.2			893.1			822.3			819.2			775.6			729.1			716.9			704.3			704.8
After-Tax Cash Flow	$	47.7		$	428.5		$	1,196.2		$	1,739.9		$	1,471.1		$	1,409.9		$	1,409.3		$	1,421.8		$	1,434.4		$	1,452.2
Less: Change in Working Capital		97.9			196.6			199.3			104.1			7.2			9.1			9.2			9.3			9.5			9.6
Less: Capital Expenditures		1,692.5			77.0			77.0			77.0			77.0			77.0			77.0			77.0			77.0			77.0
Net After-Tax Cash Flow	$	(1,742.7	)	$	154.9		$	919.9		$	1,558.8		$	1,386.9		$	1,323.8		$	1,323.1		$	1,335.5		$	1,347.9		$	1,365.6
Present Value Net After-Tax Cash Flow @ 10.5%	$	(1,657.8	)	$	133.4		$	716.7		$	1,099.1		$	885.0		$	764.4		$	691.4		$	631.6		$	576.9		$	528.9
Cumulative Present Value Net After-Tax Cash Flow	$	(1,657.8	)	$	(1,524.4	)	$	(807.7	)	$	291.4		$	1,176.4		$	1,940.8		$	2,632.2		$	3,263.8		$	3,840.7		$	4,369.6
Total Present Value Net After-Tax Cash Flow	$	4,369.6

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Table 10

Valuation of Greenville-Spartanburg, South Carolina FCC Licenses
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	1,896.9
Operating Cash Flow Growth Rate		1.5	%
Year 11 Terminal Operating Cash Flow	$	1,925.4
Less: Depreciation		77.2
Taxable Income	$	1,848.2
Tax Rate2		37.3	%
Income Taxes	$	689.4
Net Income	$	1,158.8
Plus: Depreciation After-Tax		77.2
Cash Flow		1,236.0
Less: Capital Expenditures	$	77.2
Less: Change in Working Capital		9.6
Estimated Perpetuity After-Tax Free Cash Flow	$	1,149.2
Discount Rate2		10.5	%
Long Term Growth Rate2		1.5	%
Capitalization Rate		9.0	%
Future Terminal Value	$	12,769.1
Discounted Terminal Value @ 10.5%2	$	4,704.8
Total Present Value Cash Flow1		4,369.6
Plus: Present Value Tax Benefit of Remaining Amortization		339.4
Indicated Value: Greenville FCC Licenses	$	9,413.8

1	See previous table.
2	See text.

Table 11

Projected Honolulu, Hawaii FCC License Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	31,004.0		$	31,159.0		$	31,470.6		$	31,942.7		$	32,581.6		$	33,396.1		$	34,231.0		$	35,086.8		$	35,964.0		$	36,863.1
Honolulu Market Revenue Share		3.5	%		10.5	%		17.5	%		21.0	%		21.0	%		21.0	%		21.0	%		21.0	%		21.0	%		21.0	%
Projected Honolulu Revenues	$	1,085.1		$	3,271.7		$	5,507.4		$	6,708.0		$	6,842.1		$	7,013.2		$	7,188.5		$	7,368.2		$	7,552.4		$	7,741.3
Operating Profit Margin		3.9	%		11.6	%		19.3	%		23.1	%		23.1	%		23.1	%		23.1	%		23.1	%		23.1	%		23.1	%
Operating Cash Flow	$	42.3		$	379.5		$	1,062.9		$	1,549.5		$	1,580.5		$	1,620.0		$	1,660.5		$	1,702.1		$	1,744.6		$	1,788.2
Less: Depreciation		636.0			1,063.8			727.1			519.6			507.9			379.8			244.9			210.4			174.8			176.1
Less: Amortization		393.2			393.2			393.2			393.2			393.2			393.2			393.2			393.2			393.2			393.2
Taxable Income	$	(986.9	)	$	(1,077.5	)	$	(57.4	)	$	636.7		$	679.4		$	847.0		$	1,022.4		$	1,098.5		$	1,176.6		$	1,218.9
Income Taxes		0.0			0.0			0.0			0.0			0.0			15.8			390.6			419.6			449.5			465.6
Net Income	$	(986.9	)	$	(1,077.5	)	$	(57.4	)	$	636.7		$	679.4		$	831.2		$	631.8		$	678.9		$	727.1		$	753.3
Add Back: Depreciation and Amortization		1,029.2			1,457.0			1,120.3			912.8			901.1			773.0			638.1			603.6			568.0			569.3
After-Tax Cash Flow	$	42.3		$	379.5		$	1,062.9		$	1,549.5		$	1,580.5		$	1,604.2		$	1,269.9		$	1,282.5		$	1,295.1		$	1,322.6
Less: Change in Working Capital		133.5			269.0			275.0			147.7			16.5			21.0			21.6			22.1			22.7			23.2
Less: Capital Expenditures		3,932.8			187.3			187.3			187.3			187.3			187.3			187.3			187.3			187.3			187.3
Net After-Tax Cash Flow	$	(4,024.0	)	$	(76.8	)	$	600.6		$	1,214.5		$	1,376.7		$	1,395.9		$	1,061.0		$	1,073.1		$	1,085.1		$	1,112.1
Present Value Net After-Tax Cash Flow @ 10.5%	$	(3,828.0	)	$	(66.1	)	$	467.9		$	856.3		$	878.4		$	806.0		$	554.5		$	507.5		$	464.4		$	430.7
Cumulative Present Value Net After-Tax Cash Flow	$	(3,828.0	)	$	(3,894.1	)	$	(3,426.2	)	$	(2,569.9	)	$	(1,691.5	)	$	(885.5	)	$	(331.0	)	$	176.5		$	640.9		$	1,071.6
Total Present Value Net After-Tax Cash Flow	$	1,071.6

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Table 12

Valuation of Honolulu, Hawaii FCC Licenses
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	1,788.2
Operating Cash Flow Growth Rate		2.5	%
Year 11 Terminal Operating Cash Flow	$	1,832.9
Less: Depreciation		176.1
Taxable Income	$	1,656.8
Tax Rate2		38.2	%
Income Taxes	$	632.9
Net Income	$	1,023.9
Plus: Depreciation		176.1
After-Tax Cash Flow		1,200.0
Less: Capital Expenditures	$	176.1
Less: Change in Working Capital		23.2
Estimated Perpetuity After-Tax Free Cash Flow	$	1,000.7
Discount Rate2		10.5	%
Long Term Growth Rate2		2.5	%
Capitalization Rate		8.0	%
Future Terminal Value	$	12,508.8
Discounted Terminal Value @ 10.5%2	$	4,608.9
Total Present Value Cash Flow1		1,071.6
Plus: Present Value Tax Benefit of Remaining Amortization		217.7
Indicated Value: Honolulu FCC Licenses	$	5,898.2

1	See previous table.
2	See text.

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Table 13

Projected Houston, Texas FCC License Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	301,208.0		$	302,412.8		$	304,832.1		$	308,490.1		$	313,425.9		$	319,694.4		$	326,088.3		$	332,610.1		$	339,262.3		$	346,047.5
Houston Market Revenue Share		1.7	%		5.0	%		8.3	%		10.0	%		10.0	%		10.0	%		10.0	%		10.0	%		10.0	%		10.0	%
Projected Houston Revenues	$	5,120.5		$	15,120.6		$	25,301.1		$	30,849.0		$	31,342.6		$	31,969.4		$	32,608.8		$	33,261.0		$	33,926.2		$	34,604.8
Operating Profit Margin		3.9	%		11.7	%		19.5	%		27.3	%		35.1	%		39.0	%		39.0	%		39.0	%		39.0	%		39.0	%
Operating Cash Flow	$	199.7		$	1,769.1		$	4,933.7		$	8,421.8		$	11,001.3		$	12,468.1		$	12,717.4		$	12,971.8		$	13,231.2		$	13,495.9
Less: Depreciation		1,062.7			1,759.8			1,172.6			816.9			822.0			573.7			314.7			290.4			264.1			266.1
Less: Amortization		4,894.3			4,894.3			4,894.3			4,894.3			4,894.3			4,894.3			4,894.3			4,894.3			4,894.3			4,894.3
Taxable Income	$	(5,757.3	)	$	(4,885.0	)	$	(1,133.2	)	$	2,710.6		$	5,285.0		$	7,000.1		$	7,508.4		$	7,787.1		$	8,072.8		$	8,335.5
Income Taxes		0.0			0.0			0.0			0.0			0.0			1,117.4			2,605.4			2,702.1			2,801.3			2,892.4
Net Income	$	(5,757.3	)	$	(4,885.0	)	$	(1,133.2	)	$	2,710.6		$	5,285.0		$	5,882.7		$	4,903.0		$	5,085.0		$	5,271.5		$	5,443.1
Add Back: Depreciation and Amortization		5,957.0			6,654.1			6,066.9			5,711.2			5,716.3			5,468.0			5,209.0			5,184.7			5,158.4			5,160.4
After-Tax Cash Flow	$	199.7		$	1,769.1		$	4,933.7		$	8,421.8		$	11,001.3		$	11,350.7		$	10,112.0		$	10,269.7		$	10,429.9		$	10,603.5
Less: Change in Working Capital		629.8			1,230.0			1,252.2			682.4			60.7			77.1			78.6			80.2			81.8			83.5
Less: Capital Expenditures		6,074.8			289.3			289.3			289.3			289.3			289.3			289.3			289.3			289.3			289.3
Net After-Tax Cash Flow	$	(6,504.9	)	$	249.8		$	3,392.2		$	7,450.1		$	10,651.3		$	10,984.3		$	9,744.1		$	9,900.2		$	10,058.8		$	10,230.7
Present Value Net After-Tax Cash Flow @ 10.5%	$	(6,188.2	)	$	215.0		$	2,642.9		$	5,252.8		$	6,796.3		$	6,342.8		$	5,092.0		$	4,681.9		$	4,304.9		$	3,962.5
Cumulative Present Value Net After-Tax Cash Flow	$	(6,188.2	)	$	(5,973.2	)	$	(3,330.3	)	$	1,922.5		$	8,718.8		$	15,061.6		$	20,153.6		$	24,835.5		$	29,140.4		$	33,102.9
Total Present Value Net After-Tax Cash Flow	$	33,102.9

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Table 14

Valuation of Houston, Texas FCC Licenses
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	13,495.9
Operating Cash Flow Growth Rate		2.0	%
Year 11 Terminal Operating Cash Flow	$	13,765.8
Less: Depreciation		266.1
Taxable Income	$	13,499.7
Tax Rate2		34.7	%
Income Taxes	$	4,684.4
Net Income	$	8,815.3
Plus: Depreciation		266.1
After-Tax Cash Flow	$	9,081.4
Less: Capital Expenditures	$	266.1
Less: Change in Working Capital		83.5
Estimated Perpetuity After-Tax Free Cash Flow	$	8,731.8
Discount Rate2		10.5	%
Long Term Growth Rate2		2.0	%
Capitalization Rate		8.5	%
Future Terminal Value	$	102,727.1
Discounted Terminal Value @ 10.5%2	$	37,849.7
Total Present Value Cash Flow1		33,102.9
Plus: Present Value Tax Benefit of Remaining Amortization		2,462.0
Indicated Value: Houston FCC Licenses	$	73,414.6

1	See previous table.
2	See text.

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Table 15

Projected Jacksonville, Florida FCC License Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	53,360.0		$	53,626.8		$	54,163.1		$	54,975.5		$	56,075.0		$	57,476.9		$	58,913.8		$	60,386.6		$	61,896.3		$	63,443.7
Jacksonville Market Revenue Share		4.7	%		14.0	%		23.3	%		28.0	%		28.0	%		28.0	%		28.0	%		28.0	%		28.0	%		28.0	%
Projected Jacksonville Revenues	$	2,507.9		$	7,507.8		$	12,620.0		$	15,393.1		$	15,701.0		$	16,093.5		$	16,495.9		$	16,908.2		$	17,331.0		$	17,764.2
Operating Profit Margin		4.3	%		12.9	%		21.5	%		25.9	%		25.9	%		25.9	%		25.9	%		25.9	%		25.9	%		25.9	%
Operating Cash Flow	$	107.8		$	968.5		$	2,713.3		$	3,986.8		$	4,066.6		$	4,168.2		$	4,272.4		$	4,379.2		$	4,488.7		$	4,600.9
Less: Depreciation		821.4			1,387.6			976.7			726.0			728.9			562.8			385.5			356.6			325.7			327.8
Less: Amortization		1,308.8			1,308.8			1,308.8			1,308.8			1,308.8			1,308.8			1,308.8			1,308.8			1,308.8			1,308.8
Taxable Income	$	(2,022.4	)	$	(1,727.9	)	$	427.8		$	1,952.0		$	2,028.9		$	2,296.6		$	2,578.1		$	2,713.8		$	2,854.2		$	2,964.3
Income Taxes		0.0			0.0			0.0			0.0			247.6			863.5			969.4			1,020.4			1,073.2			1,114.6
Net Income	$	(2,022.4	)	$	(1,727.9	)	$	427.8		$	1,952.0		$	1,781.3		$	1,433.1		$	1,608.7		$	1,693.4		$	1,781.0		$	1,849.7
Add Back: Depreciation and Amortization		2,130.2			2,696.4			2,285.5			2,034.8			2,037.7			1,871.6			1,694.3			1,665.4			1,634.5			1,636.6
After-Tax Cash Flow	$	107.8		$	968.5		$	2,713.3		$	3,986.8		$	3,819.0		$	3,304.7		$	3,303.0		$	3,358.8		$	3,415.5		$	3,486.3
Less: Change in Working Capital		308.5			615.0			628.8			341.1			37.9			48.3			49.5			50.7			52.0			53.3
Less: Capital Expenditures		6,751.5			309.0			309.0			309.0			309.0			309.0			309.0			309.0			309.0			309.0
Net After-Tax Cash Flow	$	(6,952.2	)	$	44.5		$	1,775.5		$	3,336.7		$	3,472.1		$	2,947.4		$	2,944.5		$	2,999.1		$	3,054.5		$	3,124.0
Present Value Net After-Tax Cash Flow @ 10.5%	$	(6,613.6	)	$	38.3		$	1,383.3		$	2,352.6		$	2,215.5		$	1,702.0		$	1,538.7		$	1,418.3		$	1,307.3		$	1,210.0
Cumulative Present Value Net After-Tax Cash Flow	$	(6,613.6	)	$	(6,575.3	)	$	(5,192.0	)	$	(2,839.4	)	$	(623.9	)	$	1,078.1		$	2,616.8		$	4,035.1		$	5,342.4		$	6,552.4
Total Present Value Net After-Tax Cash Flow	$	6,552.4

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Table 16

Valuation of Jacksonville, Florida FCC Licenses
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	4,600.9
Operating Cash Flow Growth Rate		2.5	%
Year 11 Terminal Operating Cash Flow	$	4,715.9
Less: Depreciation		327.8
Taxable Income	$	4,388.1
Tax Rate2		37.6	%
Income Taxes	$	1,649.9
Net Income	$	2,738.2
Plus: Depreciation After-Tax		327.8
Cash Flow	$	3,066.0
Less: Capital Expenditures	$	327.8
Less: Change in Working Capital		53.3
Estimated Perpetuity After-Tax Free Cash Flow	$	2,684.9
Discount Rate2		10.5	%
Long Term Growth Rate2		2.5	%
Capitalization Rate		8.0	%
Future Terminal Value	$	33,560.9
Discounted Terminal Value @ 10.5%2	$	12,365.5
Total Present Value Cash Flow1		6,552.4
Plus: Present Value Tax Benefit of Remaining Amortization		713.4
Indicated Value: Jacksonville FCC Licenses	$	19,631.3

1	See previous table.
2	See text.

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Table 17

Projected Long Island, New York FCC License Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	44,436.0		$	44,658.2		$	45,104.8		$	45,781.4		$	46,697.0		$	47,864.4		$	49,061.0		$	50,287.5		$	51,544.7		$	52,833.3
Long Island Market Revenue Share		6.6	%		19.7	%		32.8	%		39.3	%		39.3	%		39.3	%		39.3	%		39.3	%		39.3	%		39.3	%
Projected Long Island Revenues	$	2,932.8		$	8,797.7		$	14,794.4		$	17,992.1		$	18,351.9		$	18,810.7		$	19,281.0		$	19,763.0		$	20,257.1		$	20,763.5
Operating Profit Margin		7.7	%		23.1	%		38.5	%		46.1	%		46.1	%		46.1	%		46.1	%		46.1	%		46.1	%		46.1	%
Operating Cash Flow	$	225.8		$	2,032.3		$	5,695.8		$	8,294.4		$	8,460.2		$	8,671.7		$	8,888.5		$	9,110.7		$	9,338.5		$	9,572.0
Less: Depreciation		414.4			701.8			495.5			366.7			355.8			281.8			202.9			174.7			145.7			146.6
Less: Amortization		3,792.5			3,792.5			3,792.5			3,792.5			3,792.5			3,792.5			3,792.5			3,792.5			3,792.5			3,792.5
Taxable Income	$	(3,981.1	)	$	(2,462.0	)	$	1,407.8		$	4,135.2		$	4,311.9		$	4,597.4		$	4,893.1		$	5,143.5		$	5,400.3		$	5,632.9
Income Taxes		0.0			0.0			0.0			0.0			1,330.6			1,793.0			1,908.3			2,006.0			2,106.1			2,196.8
Net Income	$	(3,981.1	)	$	(2,462.0	)	$	1,407.8		$	4,135.2		$	2,981.3		$	2,804.4		$	2,984.8		$	3,137.5		$	3,294.2		$	3,436.1
Add Back: Depreciation and Amortization		4,206.9			4,494.3			4,288.0			4,159.2			4,148.3			4,074.3			3,995.4			3,967.2			3,938.2			3,939.1
After-Tax Cash Flow	$	225.8		$	2,032.3		$	5,695.8		$	8,294.4		$	7,129.6		$	6,878.7		$	6,980.2		$	7,104.7		$	7,232.4		$	7,375.2
Less: Change in Working Capital		360.7			721.4			737.6			393.3			44.3			56.4			57.8			59.3			60.8			62.3
Less: Capital Expenditures		3,258.9			142.9			142.9			142.9			142.9			142.9			142.9			142.9			142.9			142.9
Net After-Tax Cash Flow	$	(3,393.8	)	$	1,168.0		$	4,815.3		$	7,758.2		$	6,942.4		$	6,679.4		$	6,779.5		$	6,902.5		$	7,028.7		$	7,170.0
Present Value Net After-Tax Cash Flow @ 10.5%	$	(3,228.6	)	$	1,005.6		$	3,751.6		$	5,470.1		$	4,429.8		$	3,856.9		$	3,542.7		$	3,264.3		$	3,008.1		$	2,777.0
Cumulative Present Value Net After-Tax Cash Flow	$	(3,228.6	)	$	(2,223.0	)	$	1,528.6		$	6,998.7		$	11,428.5		$	15,285.4		$	18,828.1		$	22,092.4		$	25,100.5		$	27,877.5
Total Present Value Net After-Tax Cash Flow	$	27,877.5

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Table 18

Valuation of Long Island, New York FCC Licenses
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	9,572.0
Operating Cash Flow Growth Rate		2.5	%
Year 11 Terminal Operating Cash Flow	$	9,811.3
Less: Depreciation		146.6
Taxable Income	$	9,664.7
Tax Rate2		39.0	%
Income Taxes	$	3,769.2
Net Income	$	5,895.5
Plus: Depreciation After-Tax		146.6
Cash Flow	$	6,042.1
Less: Capital Expenditures	$	146.6
Less: Change in Working Capital		62.3
Estimated Perpetuity After-Tax Free Cash Flow	$	5,833.2
Discount Rate2		10.5	%
Long Term Growth Rate2		2.5	%
Capitalization Rate		8.0	%
Future Terminal Value	$	72,914.6
Discounted Terminal Value @ 10.5%2	$	26,865.3
Total Present Value Cash Flow1		27,877.5
Plus: Present Value Tax Benefit of Remaining Amortization		2,144.1
Indicated Value: Long Island FCC Licenses	$	56,886.9

1	See previous table.
2	See text.

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Table 19

Projected Louisville, Kentucky FCC License Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	40,664.0		$	40,786.0		$	41,030.7		$	41,400.0		$	41,896.8		$	42,525.3		$	43,163.2		$	43,810.6		$	44,467.8		$	45,134.8
Louisville Market Revenue Share		2.7	%		8.0	%		13.3	%		16.0	%		16.0	%		16.0	%		16.0	%		16.0	%		16.0	%		16.0	%
Projected Louisville Revenues	$	1,097.9		$	3,262.9		$	5,457.1		$	6,624.0		$	6,703.5		$	6,804.0		$	6,906.1		$	7,009.7		$	7,114.8		$	7,221.6
Operating Profit Margin		2.0	%		6.0	%		10.0	%		14.0	%		18.0	%		20.0	%		20.0	%		20.0	%		20.0	%		20.0	%
Operating Cash Flow	$	22.0		$	195.8		$	545.7		$	927.4		$	1,206.6		$	1,360.8		$	1,381.2		$	1,401.9		$	1,423.0		$	1,444.3
Less: Depreciation		291.2			489.1			338.4			245.3			239.1			183.4			124.1			106.5			88.4			89.1
Less: Amortization		344.0			344.0			344.0			344.0			344.0			344.0			344.0			344.0			344.0			344.0
Taxable Income	$	(613.2	)	$	(637.3	)	$	(136.7	)	$	338.1		$	623.5		$	833.4		$	913.1		$	951.4		$	990.6		$	1,011.2
Income Taxes		0.0			0.0			0.0			0.0			0.0			157.4			352.5			367.2			382.4			390.3
Net Income	$	(613.2	)	$	(637.3	)	$	(136.7	)	$	338.1		$	623.5		$	676.0		$	560.6		$	584.2		$	608.2		$	620.9
Add Back: Depreciation and Amortization		635.2			833.1			682.4			589.3			583.1			527.4			468.1			450.5			432.4			433.1
After-Tax Cash Flow	$	22.0		$	195.8		$	545.7		$	927.4		$	1,206.6		$	1,203.4		$	1,028.7		$	1,034.7		$	1,040.6		$	1,054.0
Less: Change in Working Capital		135.0			266.3			269.9			143.5			9.8			12.4			12.6			12.7			12.9			13.1
Less: Capital Expenditures		1,951.1			91.6			91.6			91.6			91.6			91.6			91.6			91.6			91.6			91.6
Net After-Tax Cash Flow	$	(2,064.1	)	$	(162.1	)	$	184.2		$	692.3		$	1,105.2		$	1,099.4		$	924.5		$	930.4		$	936.1		$	949.3
Present Value Net After-Tax Cash Flow @ 10.5%	$	(1,963.6	)	$	(139.5	)	$	143.5		$	488.1		$	705.2		$	634.9		$	483.1		$	440.0		$	400.6		$	367.7
Cumulative Present Value Net After-Tax Cash Flow	$	(1,963.6	)	$	(2,103.1	)	$	(1,959.6	)	$	(1,471.5	)	$	(766.3	)	$	(131.4	)	$	351.7		$	791.7		$	1,192.3		$	1,560.0
Total Present Value Net After-Tax Cash Flow	$	1,560.0

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Table 20

Valuation of Louisville, Kentucky FCC Licenses
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	1,444.3
Operating Cash Flow Growth Rate		1.5	%
Year 11 Terminal Operating Cash Flow	$	1,466.0
Less: Depreciation		89.1
Taxable Income	$	1,376.9
Tax Rate2		38.6	%
Income Taxes	$	531.5
Net Income	$	845.4
Plus: Depreciation		89.1
After-Tax Cash Flow		934.5
Less: Capital Expenditures	$	89.1
Less: Change in Working Capital		13.1
Estimated Perpetuity After-Tax Free Cash Flow	$	832.3
Discount Rate2		10.5	%
Long Term Growth Rate2		1.5	%
Capitalization Rate		9.0	%
Future Terminal Value	$	9,248.0
Discounted Terminal Value @ 10.5%2	$	3,407.4
Total Present Value Cash Flow1		1,560.0
Plus: Present Value Tax Benefit of Remaining Amortization		192.5
Indicated Value: Louisville FCC Licenses	$	5,159.9

1	See previous table
2	See text.

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Table 21

Projected Miami, Florida FCC License Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	239,292.0		$	240,488.5		$	242,893.4		$	246,536.8		$	251,467.5		$	257,754.2		$	264,198.1		$	270,803.1		$	277,573.2		$	284,512.5
Miami Market Revenue Share		2.8	%		8.3	%		13.8	%		16.5	%		16.5	%		16.5	%		16.5	%		16.5	%		16.5	%		16.5	%
Projected Miami Revenues	$	6,700.2		$	19,960.5		$	33,519.3		$	40,678.6		$	41,492.1		$	42,529.4		$	43,592.7		$	44,682.5		$	45,799.6		$	46,944.6
Operating Profit Margin		7.7	%		23.0	%		38.3	%		46.0	%		46.0	%		46.0	%		46.0	%		46.0	%		46.0	%		46.0	%
Operating Cash Flow	$	515.9		$	4,590.9		$	12,837.9		$	18,712.2		$	19,086.4		$	19,563.5		$	20,052.6		$	20,554.0		$	21,067.8		$	21,594.5
Less: Depreciation		687.8			1,176.7			854.7			654.9			645.7			529.3			402.2			359.6			315.2			317.2
Less: Amortization		8,766.9			8,766.9			8,766.9			8,766.9			8,766.9			8,766.9			8,766.9			8,766.9			8,766.9			8,766.9
Taxable Income	$	(8,938.8	)	$	(5,352.7	)	$	3,216.3		$	9,290.4		$	9,673.8		$	10,267.3		$	10,883.5		$	11,427.5		$	11,985.7		$	12,510.4
Income Taxes		0.0			0.0			0.0			0.0			2,966.3			3,860.5			4,092.2			4,296.7			4,506.6			4,703.9
Net Income	$	(8,938.8	)	$	(5,352.7	)	$	3,216.3		$	9,290.4		$	6,707.5		$	6,406.8		$	6,791.3		$	7,130.8		$	7,479.1		$	7,806.5
Add Back: Depreciation and Amortization		9,454.7			9,943.6			9,621.6			9,421.8			9,412.6			9,296.2			9,169.1			9,126.5			9,082.1			9,084.1
After-Tax Cash Flow	$	515.9		$	4,590.9		$	12,837.9		$	18,712.2		$	16,120.1		$	15,703.0		$	15,960.4		$	16,257.3		$	16,561.2		$	16,890.6
Less: Change in Working Capital		824.1			1,631.0			1,667.7			880.6			100.1			127.6			130.8			134.0			137.4			140.8
Less: Capital Expenditures		6,223.9			291.4			291.4			291.4			291.4			291.4			291.4			291.4			291.4			291.4
Net After-Tax Cash Flow	$	(6,532.1	)	$	2,668.5		$	10,878.8		$	17,540.2		$	15,728.6		$	15,284.0		$	15,538.2		$	15,831.9		$	16,132.4		$	16,458.4
Present Value Net After-Tax Cash Flow @ 10.5%	$	(6,214.0	)	$	2,297.3		$	8,475.7		$	12,367.1		$	10,036.0		$	8,825.6		$	8,119.8		$	7,487.1		$	6,904.3		$	6,374.5
Cumulative Present Value Net After-Tax Cash Flow	$	(6,214.0	)	$	(3,916.7	)	$	4,559.0		$	16,926.1		$	26,962.1		$	35,787.7		$	43,907.5		$	51,394.6		$	58,298.9		$	64,673.4
Total Present Value Net After-Tax Cash Flow	$	64,673.4

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Table 22

Valuation of Miami, Florida FCC Licenses
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	21,594.5
Operating Cash Flow Growth Rate		2.5	%
Year 11 Terminal Operating Cash Flow	$	22,134.4
Less: Depreciation		317.2
Taxable Income	$	21,817.2
Tax Rate2		37.6	%
Income Taxes	$	8,203.3
Net Income	$	13,613.9
Plus: Depreciation		317.2
After-Tax Cash Flow		13,931.1
Less: Capital Expenditures	$	317.2
Less: Change in Working Capital		140.8
Estimated Perpetuity After-Tax Free Cash Flow	$	13,473.1
Discount Rate2		10.5	%
Long Term Growth Rate2		2.5	%
Capitalization Rate		8.0	%
Future Terminal Value	$	168,414.2
Discounted Terminal Value @ 10.5%2	$	62,052.0
Total Present Value Cash Flow1		64,673.4
Plus: Present Value Tax Benefit of Remaining Amortization		4,778.6
Indicated Value: Miami FCC Licenses	$	131,504.0

1	See previous table.
2	See text.

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Table 23

Projected Orlando, Florida FCC License Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	117,392.0		$	117,979.0		$	119,158.8		$	120,946.2		$	123,365.1		$	126,449.2		$	129,610.4		$	132,850.7		$	136,172.0		$	139,576.3
Orlando Market Revenue Share		5.4	%		16.1	%		26.8	%		32.2	%		32.2	%		32.2	%		32.2	%		32.2	%		32.2	%		32.2	%
Projected Orlando Revenues	$	6,339.2		$	18,994.6		$	31,934.6		$	38,944.7		$	39,723.6		$	40,716.6		$	41,734.5		$	42,777.9		$	43,847.4		$	44,943.6
Operating Profit Margin		7.5	%		22.5	%		37.5	%		45.0	%		45.0	%		45.0	%		45.0	%		45.0	%		45.0	%		45.0	%
Operating Cash Flow	$	475.4		$	4,273.8		$	11,975.5		$	17,525.1		$	17,875.6		$	18,322.5		$	18,780.5		$	19,250.1		$	19,731.3		$	20,224.6
Less: Depreciation		1,082.4			1,835.6			1,306.2			983.1			990.0			776.4			546.6			508.7			468.1			471.1
Less: Amortization		7,825.9			7,825.9			7,825.9			7,825.9			7,825.9			7,825.9			7,825.9			7,825.9			7,825.9			7,825.9
Taxable Income	$	(8,432.9	)	$	(5,387.7	)	$	2,843.4		$	8,716.1		$	9,059.7		$	9,720.2		$	10,408.0		$	10,915.5		$	11,437.3		$	11,927.6
Income Taxes		0.0			0.0			0.0			0.0			2,556.3			3,654.8			3,913.4			4,104.2			4,300.4			4,484.8
Net Income	$	(8,432.9	)	$	(5,387.7	)	$	2,843.4		$	8,716.1		$	6,503.4		$	6,065.4		$	6,494.6		$	6,811.3		$	7,136.9		$	7,442.8
Add Back: Depreciation and Amortization		8,908.3			9,661.5			9,132.1			8,809.0			8,815.9			8,602.3			8,372.5			8,334.6			8,294.0			8,297.0
After-Tax Cash Flow	$	475.4		$	4,273.8		$	11,975.5		$	17,525.1		$	15,319.3		$	14,667.7		$	14,867.1		$	15,145.9		$	15,430.9		$	15,739.8
Less: Change in Working Capital		779.7			1,556.6			1,591.6			862.2			95.8			122.1			125.2			128.3			131.5			134.8
Less: Capital Expenditures		10,026.9			435.4			435.4			435.4			435.4			435.4			435.4			435.4			435.4			435.4
Net After-Tax Cash Flow	$	(10,331.2	)	$	2,281.8		$	9,948.5		$	16,227.5		$	14,788.1		$	14,110.2		$	14,306.5		$	14,582.2		$	14,864.0		$	15,169.6
Present Value Net After-Tax Cash Flow @ 10.5%	$	(9,828.1	)	$	1,964.4		$	7,750.9		$	11,441.5		$	9,435.9		$	8,147.8		$	7,476.2		$	6,896.1		$	6,361.4		$	5,875.3
Cumulative Present Value Net After-Tax Cash Flow	$	(9,828.1	)	$	(7,863.7	)	$	(112.8	)	$	11,328.7		$	20,764.6		$	28,912.4		$	36,388.6		$	43,284.7		$	49,646.1		$	55,521.4
Total Present Value Net After-Tax Cash Flow	$	55,521.4

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Table 24

Valuation of Orlando, Florida FCC Licenses
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	20,224.6
Operating Cash Flow Growth Rate		2.5	%
Year 11 Terminal Operating Cash Flow	$	20,730.2
Less: Depreciation		471.1
Taxable Income	$	20,259.1
Tax Rate2		37.6	%
Income Taxes	$	7,617.4
Net Income	$	12,641.7
Plus: Depreciation After-Tax		471.1
Cash Flow	$	13,112.8
Less: Capital Expenditures	$	471.1
Less: Change in Working Capital		134.8
Estimated Perpetuity After-Tax Free Cash Flow	$	12,506.9
Discount Rate2		10.5	%
Long Term Growth Rate2		2.5	%
Capitalization Rate		8.0	%
Future Terminal Value	$	156,336.0
Discounted Terminal Value @ 10.5%2	$	57,601.8
Total Present Value Cash Flow1		55,521.4
Plus: Present Value Tax Benefit of Remaining Amortization		4,265.6
Indicated Value: Orlando FCC Licenses	$	117,388.8

1	See previous table.
2	See text.

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Table 25

Projected Richmond, Virginia FCC License Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	45,724.0		$	45,952.6		$	46,412.1		$	47,108.3		$	48,050.5		$	49,251.8		$	50,483.1		$	51,745.2		$	53,038.8		$	54,364.8
Richmond Market Revenue Share		3.3	%		10.0	%		16.7	%		20.0	%		20.0	%		20.0	%		20.0	%		20.0	%		20.0	%		20.0	%
Projected Richmond Revenues	$	1,508.9		$	4,595.3		$	7,750.8		$	9,421.7		$	9,610.1		$	9,850.4		$	10,096.6		$	10,349.0		$	10,607.8		$	10,873.0
Operating Profit Margin		4.2	%		12.5	%		20.8	%		25.0	%		25.0	%		25.0	%		25.0	%		25.0	%		25.0	%		25.0	%
Operating Cash Flow	$	63.4		$	574.4		$	1,612.2		$	2,355.4		$	2,402.5		$	2,462.6		$	2,524.2		$	2,587.3		$	2,652.0		$	2,718.3
Less: Depreciation		405.0			678.5			465.4			332.2			316.7			242.4			164.0			132.4			100.1			100.8
Less: Amortization		925.5			925.5			925.5			925.5			925.5			925.5			925.5			925.5			925.5			925.5
Taxable Income	$	(1,267.1	)	$	(1,029.6	)	$	221.3		$	1,097.7		$	1,160.3		$	1,294.7		$	1,434.7		$	1,529.4		$	1,626.4		$	1,692.0
Income Taxes		0.0			0.0			0.0			0.0			69.4			492.0			545.2			581.2			618.0			643.0
Net Income	$	(1,267.1	)	$	(1,029.6	)	$	221.3		$	1,097.7		$	1,090.9		$	802.7		$	889.5		$	948.2		$	1,008.4		$	1,049.0
Add Back: Depreciation and Amortization		1,330.5			1,604.0			1,390.9			1,257.7			1,242.2			1,167.9			1,089.5			1,057.9			1,025.6			1,026.3
After-Tax Cash Flow	$	63.4		$	574.4		$	1,612.2		$	2,355.4		$	2,333.1		$	1,970.6		$	1,979.0		$	2,006.1		$	2,034.0		$	2,075.3
Less: Change in Working Capital		185.6			379.6			388.1			205.5			23.2			29.6			30.3			31.0			31.8			32.6
Less: Capital Expenditures		2,370.4			112.9			112.9			112.9			112.9			112.9			112.9			112.9			112.9			112.9
Net After-Tax Cash Flow	$	(2,492.6	)	$	81.9		$	1,111.2		$	2,037.0		$	2,197.0		$	1,828.1		$	1,835.8		$	1,862.2		$	1,889.3		$	1,929.8
Present Value Net After-Tax Cash Flow @ 10.5%	$	(2,371.2	)	$	70.5		$	865.7		$	1,436.2		$	1,401.9		$	1,055.6		$	959.3		$	880.6		$	808.6		$	747.4
Cumulative Present Value Net After-Tax Cash Flow	$	(2,371.2	)	$	(2,300.7	)	$	(1,435.0	)	$	1.2		$	1,403.1		$	2,458.7		$	3,418.0		$	4,298.6		$	5,107.2		$	5,854.6
Total Present Value Net After-Tax Cash Flow	$	5,854.6

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Table 26

Valuation of Richmond, Virginia FCC Licenses
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	2,718.3
Operating Cash Flow Growth Rate		2.5	%
Year 11 Terminal Operating Cash Flow	$	2,786.3
Less: Depreciation		100.8
Taxable Income	$	2,685.5
Tax Rate2		38.0	%
Income Taxes	$	1,020.5
Net Income	$	1,665.0
Plus: Depreciation		100.8
After-Tax Cash Flow	$	1,765.8
Less: Capital Expenditures	$	100.8
Less: Change in Working Capital		32.6
Estimated Perpetuity After-Tax Free Cash Flow	$	1,632.4
Discount Rate2		10.5	%
Long Term Growth Rate2		2.5	%
Capitalization Rate		8.0	%
Future Terminal Value	$	20,405.1
Discounted Terminal Value @ 10.5%2	$	7,518.2
Total Present Value Cash Flow1		5,854.6
Plus: Present Value Tax Benefit of Remaining Amortization		509.8
Indicated Value: Richmond FCC Licenses	$	13,882.6

1	See previous table.
2	See text.

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Table 27

Projected San Antonio, Texas FCC License Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	92,920.0		$	93,384.6		$	94,318.4		$	95,733.2		$	97,647.9		$	100,089.1		$	102,591.3		$	105,156.1		$	107,785.0		$	110,479.6
San Antonio Market Revenue Share		4.1	%		12.3	%		20.5	%		24.5	%		24.5	%		24.5	%		24.5	%		24.5	%		24.5	%		24.5	%
Projected San Antonio Revenues	$	3,809.7		$	11,486.3		$	19,335.3		$	23,454.6		$	23,923.7		$	24,521.8		$	25,134.9		$	25,763.2		$	26,407.3		$	27,067.5
Operating Profit Margin		5.3	%		16.0	%		26.7	%		32.0	%		32.0	%		32.0	%		32.0	%		32.0	%		32.0	%		32.0	%
Operating Cash Flow	$	201.9		$	1,837.8		$	5,162.5		$	7,505.5		$	7,655.6		$	7,847.0		$	8,043.2		$	8,244.2		$	8,450.3		$	8,661.6
Less: Depreciation		840.7			1,401.0			947.9			668.0			648.6			477.7			298.4			250.1			200.4			202.0
Less: Amortization		3,156.2			3,156.2			3,156.2			3,156.2			3,156.2			3,156.2			3,156.2			3,156.2			3,156.2			3,156.2
Taxable Income	$	(3,795.0	)	$	(2,719.4	)	$	1,058.4		$	3,681.3		$	3,850.8		$	4,213.1		$	4,588.6		$	4,837.9		$	5,093.7		$	5,303.4
Income Taxes		0.0			0.0			0.0			0.0			828.4			1,681.0			1,830.9			1,930.3			2,032.4			2,116.1
Net Income	$	(3,795.0	)	$	(2,719.4	)	$	1,058.4		$	3,681.3		$	3,022.4		$	2,532.1		$	2,757.7		$	2,907.6		$	3,061.3		$	3,187.3
Add Back: Depreciation and Amortization		3,996.9			4,557.2			4,104.1			3,824.2			3,804.8			3,633.9			3,454.6			3,406.3			3,356.6			3,358.2
After-Tax Cash Flow	$	201.9		$	1,837.8		$	5,162.5		$	7,505.5		$	6,827.2		$	6,166.0		$	6,212.3		$	6,313.9		$	6,417.9		$	6,545.5
Less: Change in Working Capital		468.6			944.2			965.4			506.7			57.7			73.6			75.4			77.3			79.2			81.2
Less: Capital Expenditures		5,086.8			226.3			226.3			226.3			226.3			226.3			226.3			226.3			226.3			226.3
Net After-Tax Cash Flow	$	(5,353.5	)	$	667.3		$	3,970.8		$	6,772.5		$	6,543.2		$	5,866.1		$	5,910.6		$	6,010.3		$	6,112.4		$	6,238.0
Present Value Net After-Tax Cash Flow @ 10.5%	$	(5,092.8	)	$	574.5		$	3,093.6		$	4,775.1		$	4,175.0		$	3,387.3		$	3,088.7		$	2,842.4		$	2,616.0		$	2,416.0
Cumulative Present Value Net After-Tax Cash Flow	$	(5,092.8	)	$	(4,518.3	)	$	(1,424.7	)	$	3,350.4		$	7,525.4		$	10,912.7		$	14,001.4		$	16,843.8		$	19,459.8		$	21,875.8
Total Present Value Net After-Tax Cash Flow	$	21,875.8

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Table 28

Valuation of San Antonio, Texas FCC Licenses
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	8,661.6
Operating Cash Flow Growth Rate		2.5	%
Year 11 Terminal Operating Cash Flow	$	8,878.1
Less: Depreciation		202.0
Taxable Income	$	8,676.1
Tax Rate2		39.9	%
Income Taxes	$	3,461.8
Net Income	$	5,214.3
Plus: Depreciation		202.0
After-Tax Cash Flow	$	5,416.3
Less: Capital Expenditures	$	202.0
Less: Change in Working Capital		81.2
Estimated Perpetuity After-Tax Free Cash Flow	$	5,133.1
Discount Rate2		10.5	%
Long Term Growth Rate2		2.5	%
Capitalization Rate		8.0	%
Future Terminal Value	$	64,164.2
Discounted Terminal Value @ 10.5%2	$	23,641.2
Total Present Value Cash Flow1		21,875.8
Plus: Present Value Tax Benefit of Remaining Amortization		1,825.5
Indicated Value: San Antonio FCC Licenses	$	47,342.5

1	See previous table.
2	See text.

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Table 29

Projected Tampa, Florida FCC License Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	125,488.0		$	126,115.4		$	127,376.6		$	129,287.2		$	131,872.9		$	135,169.7		$	138,548.9		$	142,012.6		$	145,562.9		$	149,202.0
Tampa Market Revenue Share		4.3	%		13.0	%		21.7	%		26.0	%		26.0	%		26.0	%		26.0	%		26.0	%		26.0	%		26.0	%
Projected Tampa Revenues	$	5,396.0		$	16,395.0		$	27,640.7		$	33,614.7		$	34,287.0		$	35,144.1		$	36,022.7		$	36,923.3		$	37,846.4		$	38,792.5
Operating Profit Margin		4.6	%		13.7	%		22.8	%		31.9	%		36.5	%		36.5	%		36.5	%		36.5	%		36.5	%		36.5	%
Operating Cash Flow	$	248.2		$	2,246.1		$	6,302.1		$	10,723.1		$	12,514.8		$	12,827.6		$	13,148.3		$	13,477.0		$	13,813.9		$	14,159.3
Less: Depreciation		789.7			1,317.5			895.5			637.2			630.0			462.8			287.0			253.2			218.1			219.7
Less: Amortization		5,417.0			5,417.0			5,417.0			5,417.0			5,417.0			5,417.0			5,417.0			5,417.0			5,417.0			5,417.0
Taxable Income	$	(5,958.5	)	$	(4,488.4	)	$	(10.4	)	$	4,668.9		$	6,467.8		$	6,947.8		$	7,444.3		$	7,806.8		$	8,178.8		$	8,522.6
Income Taxes		0.0			0.0			0.0			0.0			255.5			2,612.4			2,799.1			2,935.4			3,075.2			3,204.5
Net Income	$	(5,958.5	)	$	(4,488.4	)	$	(10.4	)	$	4,668.9		$	6,212.3		$	4,335.4		$	4,645.2		$	4,871.4		$	5,103.6		$	5,318.1
Add Back: Depreciation and Amortization		6,206.7			6,734.5			6,312.5			6,054.2			6,047.0			5,879.8			5,704.0			5,670.2			5,635.1			5,636.7
After-Tax Cash Flow	$	248.2		$	2,246.1		$	6,302.1		$	10,723.1		$	12,259.3		$	10,215.2		$	10,349.2		$	10,541.6		$	10,738.7		$	10,954.8
Less: Change in Working Capital		663.7			1,352.9			1,383.2			734.8			82.7			105.4			108.1			110.8			113.5			116.4
Less: Capital Expenditures		5,129.9			231.9			231.9			231.9			231.9			231.9			231.9			231.9			231.9			231.9
Net After-Tax Cash Flow	$	(5,545.4	)	$	661.3		$	4,687.0		$	9,756.4		$	11,944.7		$	9,877.9		$	10,009.2		$	10,198.9		$	10,393.3		$	10,606.5
Present Value Net After-Tax Cash Flow @ 10.5%	$	(5,275.4	)	$	569.3		$	3,651.6		$	6,878.9		$	7,621.6		$	5,703.9		$	5,230.5		$	4,823.2		$	4,448.1		$	4,108.0
Cumulative Present Value Net After-Tax Cash Flow	$	(5,275.4	)	$	(4,706.1	)	$	(1,054.5	)	$	5,824.4		$	13,446.0		$	19,149.9		$	24,380.4		$	29,203.6		$	33,651.7		$	37,759.7
Total Present Value Net After-Tax Cash Flow	$	37,759.7

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Table 30

Valuation of Tampa, Florida FCC Licenses
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	14,159.3
Operating Cash Flow Growth Rate		2.5	%
Year 11 Terminal Operating Cash Flow	$	14,513.3
Less: Depreciation		219.7
Taxable Income	$	14,293.6
Tax Rate2		37.6	%
Income Taxes	$	5,374.4
Net Income	$	8,919.2
Plus: Depreciation After-Tax		219.7
Cash Flow	$	9,138.9
Less: Capital Expenditures	$	219.7
Less: Change in Working Capital		116.4
Estimated Perpetuity After-Tax Free Cash Flow	$	8,802.8
Discount Rate2		10.5	%
Long Term Growth Rate2		2.5	%
Capitalization Rate		8.0	%
Future Terminal Value	$	110,035.1
Discounted Terminal Value @ 10.5%2	$	40,542.3
Total Present Value Cash Flow1		37,759.7
Plus: Present Value Tax Benefit of Remaining Amortization		2,952.6
Indicated Value: Tampa FCC Licenses	$	81,254.6

1	See previous table.
2	See text.

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Table 31

Projected Tulsa, Oklahoma FCC License Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	39,284.0		$	39,401.9		$	39,638.3		$	39,995.0		$	40,474.9		$	41,082.0		$	41,698.2		$	42,323.7		$	42,958.6		$	43,603.0
Tulsa Market Revenue Share		4.7	%		14.1	%		23.5	%		28.2	%		28.2	%		28.2	%		28.2	%		28.2	%		28.2	%		28.2	%
Projected Tulsa Revenues	$	1,846.3		$	5,555.7		$	9,315.0		$	11,278.6		$	11,413.9		$	11,585.1		$	11,758.9		$	11,935.3		$	12,114.3		$	12,296.0
Operating Profit Margin		6.4	%		19.2	%		32.0	%		38.5	%		38.5	%		38.5	%		38.5	%		38.5	%		38.5	%		38.5	%
Operating Cash Flow	$	118.2		$	1,066.7		$	2,980.8		$	4,342.3		$	4,394.4		$	4,460.3		$	4,527.2		$	4,595.1		$	4,664.0		$	4,734.0
Less: Depreciation		389.4			649.1			439.4			309.6			299.6			221.4			139.2			115.7			91.5			92.2
Less: Amortization		1,746.3			1,746.3			1,746.3			1,746.3			1,746.3			1,746.3			1,746.3			1,746.3			1,746.3			1,746.3
Taxable Income	$	(2,017.5	)	$	(1,328.7	)	$	795.1		$	2,286.4		$	2,348.5		$	2,492.6		$	2,641.7		$	2,733.1		$	2,826.2		$	2,895.5
Income Taxes		0.0			0.0			0.0			0.0			791.8			947.2			1,003.8			1,038.6			1,074.0			1,100.3
Net Income	$	(2,017.5	)	$	(1,328.7	)	$	795.1		$	2,286.4		$	1,556.7		$	1,545.4		$	1,637.9		$	1,694.5		$	1,752.2		$	1,795.2
Add Back: Depreciation and Amortization		2,135.7			2,395.4			2,185.7			2,055.9			2,045.9			1,967.7			1,885.5			1,862.0			1,837.8			1,838.5
After-Tax Cash Flow	$	118.2		$	1,066.7		$	2,980.8		$	4,342.3		$	3,602.6		$	3,513.1		$	3,523.4		$	3,556.5		$	3,590.0		$	3,633.7
Less: Change in Working Capital		227.1			456.3			462.4			241.5			16.6			21.1			21.4			21.7			22.0			22.3
Less: Capital Expenditures		2,193.9			103.9			103.9			103.9			103.9			103.9			103.9			103.9			103.9			103.9
Net After-Tax Cash Flow	$	(2,302.8	)	$	506.5		$	2,414.5		$	3,996.9		$	3,482.1		$	3,388.1		$	3,398.1		$	3,430.9		$	3,464.1		$	3,507.5
Present Value Net After-Tax Cash Flow @ 10.5%	$	(2,190.7	)	$	436.1		$	1,881.1		$	2,818.1		$	2,221.8		$	1,956.5		$	1,775.8		$	1,622.5		$	1,482.5		$	1,358.5
Cumulative Present Value Net After-Tax Cash Flow	$	(2,190.7	)	$	(1,754.6	)	$	126.5		$	2,944.6		$	5,166.4		$	7,122.9		$	8,898.7		$	10,521.2		$	12,003.7		$	13,362.2
Total Present Value Net After-Tax Cash Flow	$	13,362.2

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Table 32

Valuation of Tulsa, Oklahoma FCC Licenses
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	4,734.0
Operating Cash Flow Growth Rate		1.5	%
Year 11 Terminal Operating Cash Flow	$	4,805.0
Less: Depreciation		92.2
Taxable Income	$	4,712.8
Tax Rate2		38.0	%
Income Taxes	$	1,790.9
Net Income	$	2,921.9
Plus: Depreciation		92.2
After-Tax Cash Flow		3,014.1
Less: Capital Expenditures	$	92.2
Less: Change in Working Capital		22.3
Estimated Perpetuity After-Tax Free Cash Flow	$	2,899.6
Discount Rate2		10.5	%
Long Term Growth Rate2		1.5	%
Capitalization Rate		9.0	%
Future Terminal Value	$	32,218.2
Discounted Terminal Value @ 10.5%2	$	11,870.8
Total Present Value Cash Flow1		13,362.2
Plus: Present Value Tax Benefit of Remaining Amortization		962.0
Indicated Value: Tulsa FCC Licenses	$	26,195.0

1	See previous table.
2	See text.

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Table 33

Projected Bridgeport, Connecticut FCC License Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	27,416.0		$	27,525.7		$	27,745.9		$	28,078.9		$	28,528.2		$	29,098.8		$	29,680.8		$	30,274.4		$	30,879.9		$	31,497.5
Bridgeport Market Revenue Share		4.7	%		14.0	%		23.3	%		28.0	%		28.0	%		28.0	%		28.0	%		28.0	%		28.0	%		28.0	%
Projected Bridgeport Revenues	$	1,288.6		$	3,853.6		$	6,464.8		$	7,862.1		$	7,987.9		$	8,147.7		$	8,310.6		$	8,476.8		$	8,646.4		$	8,819.3
Operating Profit Margin		5.5	%		16.4	%		27.3	%		32.7	%		32.7	%		32.7	%		32.7	%		32.7	%		32.7	%		32.7	%
Operating Cash Flow	$	70.9		$	632.0		$	1,764.9		$	2,570.9		$	2,612.0		$	2,664.3		$	2,717.6		$	2,771.9		$	2,827.4		$	2,883.9
Less: Depreciation		193.8			327.5			229.8			168.9			162.8			128.7			92.1			77.8			63.0			63.4
Less: Amortization		1,052.2			1,052.2			1,052.2			1,052.2			1,052.2			1,052.2			1,052.2			1,052.2			1,052.2			1,052.2
Taxable Income	$	(1,175.1	)	$	(747.7	)	$	482.9		$	1,349.8		$	1,397.0		$	1,483.4		$	1,573.3		$	1,641.9		$	1,712.2		$	1,768.3
Income Taxes		0.0			0.0			0.0			0.0			509.7			578.5			613.6			640.3			667.8			689.6
Net Income	$	(1,175.1	)	$	(747.7	)	$	482.9		$	1,349.8		$	887.3		$	904.9		$	959.7		$	1,001.6		$	1,044.4		$	1,078.7
Add Back: Depreciation and Amortization		1,246.0			1,379.7			1,282.0			1,221.1			1,215.0			1,180.9			1,144.3			1,130.0			1,115.2			1,115.6
After-Tax Cash Flow	$	70.9		$	632.0		$	1,764.9		$	2,570.9		$	2,102.3		$	2,085.8		$	2,104.0		$	2,131.6		$	2,159.6		$	2,194.3
Less: Change in Working Capital		158.5			315.5			321.2			171.9			15.5			19.7			20.0			20.4			20.9			21.3
Less: Capital Expenditures		1,427.6			64.6			64.6			64.6			64.6			64.6			64.6			64.6			64.6			64.6
Net After-Tax Cash Flow	$	(1,515.2	)	$	251.9		$	1,379.1		$	2,334.4		$	2,022.2		$	2,001.5		$	2,019.4		$	2,046.6		$	2,074.1		$	2,108.4
Present Value Net After-Tax Cash Flow @ 10.5%	$	(1,441.4	)	$	216.9		$	1,074.5		$	1,645.9		$	1,290.3		$	1,155.8		$	1,055.3		$	967.8		$	887.7		$	816.6
Cumulative Present Value Net After-Tax Cash Flow	$	(1,441.4	)	$	(1,224.5	)	$	(150.0	)	$	1,495.9		$	2,786.2		$	3,942.0		$	4,997.3		$	5,965.1		$	6,852.8		$	7,669.4
Total Present Value Net After-Tax Cash Flow	$	7,669.4

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Table 34

Valuation of Bridgeport, Connecticut FCC Licenses
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	2,883.9
Operating Cash Flow Growth Rate		2.0	%
Year 11 Terminal Operating Cash Flow	$	2,941.6
Less: Depreciation		63.4
Taxable Income	$	2,878.2
Tax Rate2		39.0	%
Income Taxes	$	1,122.5
Net Income	$	1,755.7
Plus: Depreciation		63.4
After-Tax Cash Flow	$	1,819.1
Less: Capital Expenditures	$	63.4
Less: Change in Working Capital		21.3
Estimated Perpetuity After-Tax Free Cash Flow	$	1,734.4
Discount Rate2		10.5	%
Long Term Growth Rate2		2.0	%
Capitalization Rate		8.5	%
Future Terminal Value	$	20,404.7
Discounted Terminal Value @ 10.5%2	$	7,518.1
Total Present Value Cash Flow1		7,669.4
Plus: Present Value Tax Benefit of Remaining Amortization		594.9
Indicated Value: Bridgeport FCC Licenses	$	15,782.4

1	See previous table.
2	See text.

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Table 35

Projected New Haven, Connecticut FCC License Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	79,580.0		$	79,898.3		$	80,537.5		$	81,504.0		$	82,808.1		$	84,464.3		$	86,153.6		$	87,876.7		$	89,634.2		$	91,426.9
New Haven Market Revenue Share		2.0	%		6.0	%		10.0	%		12.0	%		12.0	%		12.0	%		12.0	%		12.0	%		12.0	%		12.0	%
Projected New Haven Revenues	$	1,591.6		$	4,793.9		$	8,053.8		$	9,780.5		$	9,937.0		$	10,135.7		$	10,338.4		$	10,545.2		$	10,756.1		$	10,971.2
Operating Profit Margin		5.5	%		16.4	%		27.3	%		32.7	%		32.7	%		32.7	%		32.7	%		32.7	%		32.7	%		32.7	%
Operating Cash Flow	$	87.5		$	786.2		$	2,198.7		$	3,198.2		$	3,249.4		$	3,314.4		$	3,380.7		$	3,448.3		$	3,517.2		$	3,587.6
Less: Depreciation		282.9			478.0			335.6			246.8			238.3			188.5			135.3			114.5			93.0			93.7
Less: Amortization		1,282.1			1,282.1			1,282.1			1,282.1			1,282.1			1,282.1			1,282.1			1,282.1			1,282.1			1,282.1
Taxable Income	$	(1,477.5	)	$	(973.9	)	$	581.0		$	1,669.3		$	1,729.0		$	1,843.8		$	1,963.3		$	2,051.7		$	2,142.1		$	2,211.8
Income Taxes		0.0			0.0			0.0			0.0			595.9			719.1			765.7			800.2			835.4			862.6
Net Income	$	(1,477.5	)	$	(973.9	)	$	581.0		$	1,669.3		$	1,133.1		$	1,124.7		$	1,197.6		$	1,251.5		$	1,306.7		$	1,349.2
Add Back: Depreciation and Amortization		1,565.0			1,760.1			1,617.7			1,528.9			1,520.4			1,470.6			1,417.4			1,396.6			1,375.1			1,375.8
After-Tax Cash Flow	$	87.5		$	786.2		$	2,198.7		$	3,198.2		$	2,653.5		$	2,595.3		$	2,615.0		$	2,648.1		$	2,681.8		$	2,725.0
Less: Change in Working Capital		195.8			393.9			401.0			212.4			19.2			24.4			24.9			25.4			25.9			26.5
Less: Capital Expenditures		2,083.9			94.3			94.3			94.3			94.3			94.3			94.3			94.3			94.3			94.3
Net After-Tax Cash Flow	$	(2,192.2	)	$	298.0		$	1,703.4		$	2,891.5		$	2,540.0		$	2,476.6		$	2,495.8		$	2,528.4		$	2,561.6		$	2,604.2
Present Value Net After-Tax Cash Flow @ 10.5%	$	(2,085.4	)	$	256.6		$	1,327.1		$	2,038.7		$	1,620.7		$	1,430.1		$	1,304.2		$	1,195.7		$	1,096.3		$	1,008.6
Cumulative Present Value Net After-Tax Cash Flow	$	(2,085.4	)	$	(1,828.8	)	$	(501.7	)	$	1,537.0		$	3,157.7		$	4,587.8		$	5,892.0		$	7,087.7		$	8,184.0		$	9,192.6
Total Present Value Net After-Tax Cash Flow	$	9,192.6

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Table 36

Valuation of New Haven, Connecticut FCC Licenses
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	3,587.6
Operating Cash Flow Growth Rate		2.0	%
Year 11 Terminal Operating Cash Flow	$	3,659.4
Less: Depreciation		93.7
Taxable Income	$	3,565.7
Tax Rate2		39.0	%
Income Taxes	$	1,390.6
Net Income	$	2,175.1
Plus: Depreciation		93.7
After-Tax Cash Flow		2,268.8
Less: Capital Expenditures	$	93.7
Less: Change in Working Capital		26.5
Estimated Perpetuity After-Tax Free Cash Flow	$	2,148.6
Discount Rate2		10.5	%
Long Term Growth Rate2		2.0	%
Capitalization Rate		8.5	%
Future Terminal Value	$	25,277.4
Discounted Terminal Value @ 10.5%2	$	9,313.4
Total Present Value Cash Flow1		9,192.6
Plus: Present Value Tax Benefit of Remaining Amortization		724.9
Indicated Value: New Haven FCC Licenses	$	19,230.9

1	See previous table.
2	See text.

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Table 37

Projected Stamford, Connecticut FCC License Group Operating Performance
(Dollar Amounts Shown in Thousands)

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7			Year 8			Year 9			Year 10
Market Net Revenues	$	23,276.0		$	23,369.1		$	23,556.1		$	23,838.8		$	24,220.2		$	24,704.6		$	25,198.7		$	25,702.7		$	26,216.8		$	26,741.1
Stamford Market Revenue Share		3.0	%		9.0	%		15.0	%		18.0	%		18.0	%		18.0	%		18.0	%		18.0	%		18.0	%		18.0	%
Projected Stamford Revenues	$	698.3		$	2,103.2		$	3,533.4		$	4,291.0		$	4,359.6		$	4,446.8		$	4,535.8		$	4,626.5		$	4,719.0		$	4,813.4
Operating Profit Margin		3.8	%		11.5	%		19.2	%		23.0	%		23.0	%		23.0	%		23.0	%		23.0	%		23.0	%		23.0	%
Operating Cash Flow	$	26.5		$	241.9		$	678.4		$	986.9		$	1,002.7		$	1,022.8		$	1,043.2		$	1,064.1		$	1,085.4		$	1,107.1
Less: Depreciation		145.9			246.6			173.0			127.3			122.8			97.0			69.5			58.7			47.6			47.9
Less: Amortization		345.5			345.5			345.5			345.5			345.5			345.5			345.5			345.5			345.5			345.5
Taxable Income	$	(464.9	)	$	(350.2	)	$	159.9		$	514.1		$	534.4		$	580.3		$	628.2		$	659.9		$	692.3		$	713.7
Income Taxes		0.0			0.0			0.0			0.0			153.4			226.3			245.0			257.4			270.0			278.3
Net Income	$	(464.9	)	$	(350.2	)	$	159.9		$	514.1		$	381.0		$	354.0		$	383.2		$	402.5		$	422.3		$	435.4
Add Back: Depreciation and Amortization		491.4			592.1			518.5			472.8			468.3			442.5			415.0			404.2			393.1			393.4
After-Tax Cash Flow	$	26.5		$	241.9		$	678.4		$	986.9		$	849.3		$	796.5		$	798.2		$	806.7		$	815.4		$	828.8
Less: Change in Working Capital		85.9			172.8			175.9			93.2			8.4			10.7			10.9			11.2			11.4			11.6
Less: Capital Expenditures		1,075.1			48.7			48.7			48.7			48.7			48.7			48.7			48.7			48.7			48.7
Net After-Tax Cash Flow	$	(1,134.5	)	$	20.4		$	453.8		$	845.0		$	792.2		$	737.1		$	738.6		$	746.8		$	755.3		$	768.5
Present Value Net After-Tax Cash Flow @ 10.5%	$	(1,079.2	)	$	17.6		$	353.5		$	595.8		$	505.5		$	425.6		$	385.9		$	353.2		$	323.3		$	297.6
Cumulative Present Value Net After-Tax Cash Flow	$	(1,079.2	)	$	(1,061.6	)	$	(708.1	)	$	(112.3	)	$	393.2		$	818.8		$	1,204.7		$	1,557.9		$	1,881.2		$	2,178.8
Total Present Value Net After-Tax Cash Flow	$	2,178.8

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Table 38

Valuation of Stamford, Connecticut FCC Licenses
(Income Approach)
(Dollar Amounts Shown in Thousands)

Year 10 Operating Cash Flow1	$	1,107.1
Operating Cash Flow Growth Rate		2.0	%
Year 11 Terminal Operating Cash Flow	$	1,129.2
Less: Depreciation		47.9
Taxable Income	$	1,081.3
Tax Rate2		39.0	%
Income Taxes	$	421.7
Net Income	$	659.6
Plus: Depreciation		47.9
After-Tax Cash Flow		707.5
Less: Capital Expenditures	$	47.9
Less: Change in Working Capital		11.6
Estimated Perpetuity After-Tax Free Cash Flow	$	648.0
Discount Rate2		10.5	%
Long Term Growth Rate2		2.0	%
Capitalization Rate		8.5	%
Future Terminal Value	$	7,623.4
Discounted Terminal Value @ 10.5%2	$	2,808.8
Total Present Value Cash Flow1		2,178.8
Plus: Present Value Tax Benefit of Remaining Amortization		195.4
Indicated Value: Stamford FCC Licenses	$	5,183.0

1	See previous table.
2	See text.

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EXHIBIT C

QUALIFICATIONS OF TIMOTHY S. PECARO AND

BENJAMIN K. STEINBOCK

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PROFESSIONAL EXPERIENCE AND QUALIFICATIONS

TIMOTHY S. PECARO

Timothy S. Pecaro is a principal and founder of the firm Bond & Pecaro, Inc., a Washington based consulting firm specializing in valuations, strategic planning, acquisition analysis, asset appraisals, and related financial services for the communications and media industries. Before the formation of Bond & Pecaro, Inc., Mr. Pecaro was a Vice President with Frazier, Gross & Kadlec, Inc. Mr. Pecaro joined that firm in 1980 and was named Manager of the firm’s Appraisal Services Division in 1982. He became Director of Appraisal Services in 1983 and Vice President of the firm in 1984.

Mr. Pecaro has actively participated in the development, research, and preparation of appraisal reports for owners of radio, television, cable, newspaper, radio common carrier, telecommunications, new media, and Internet properties. He has also developed several research studies and has participated in special research reports for the Federal Communications Commission (FCC) and the National Association of Broadcasters (NAB).

Mr. Pecaro has appraised more than 3,000 communications and media businesses. He has also been retained to provide special market studies and individual research projects for the management of media and technology properties and related industries. He is the Vice Chairman of the Broadcast Cable Financial Management Association, Co-chairman of the association’s 2004 annual conference, Chairman of the Technology and New Media Committee, and a member of the Cable Television and Tax Committees. Mr. Pecaro is also a member of The National Association of Broadcasters (NAB) Tax Advisory Panel. Mr. Pecaro has testified as an expert witness in connection with media and telecommunications valuation matters before federal, state, and local courts; the FCC; and the Joint Committee on Taxation. He has also spoken on media financial issues at the annual conferences of the National Association of Broadcasters, the Broadcast Cable Financial Management Association, the National Cable Television Association, the Broadband Tax Institute, the International Business Forum, and Telocator. Additionally, Mr. Pecaro has been a guest lecturer at the University of Missouri School of Journalism.

Prior to his association with Frazier, Gross & Kadlec, Mr. Pecaro was employed at WMAQ and WKQX(FM) in Chicago, at the time two of the NBC owned and operated radio stations.

Mr. Pecaro received a Bachelor of Arts degree in Radio/Television Communication Arts from Monmouth College in 1976. He graduated Cum Laude with highest honors in his major field of study.

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PROFESSIONAL EXPERIENCE AND QUALIFICATIONS

BENJAMIN K. STEINBOCK

Benjamin K. Steinbock is an associate in the firm of Bond & Pecaro, Inc., a Washington-based consulting firm specializing in valuations, asset appraisals, and related financial services for the communications industry.

Mr. Steinbock has been with the firm since 2000 and has appraised more than 400 media, communications, and technology businesses and has extensive experience in the valuation of FCC licenses for radio, television and telecommunications companies.

Prior to his association with Bond & Pecaro, Inc., Mr. Steinbock worked as a legal assistant in the Washington, D.C. office of Hogan & Hartson L.L.P. Mr. Steinbock specialized in corporate and securities law and was active in many initial public offerings and mergers.

Mr. Steinbock received a Bachelor of Arts degree in Political Science and Public Policy from Swarthmore College in Pennsylvania.

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EX-99.(C)(10)

Exhibit (c)(10)

[VRC Logo] 1

Cox Radio Business Description

Business Description (1)

• Cox Radio is one of the nation’s largest radio broadcasting companies and engages in the ownership, acquisition and operation of radio stations in the United States.

• Cox Radio owns, operates, or provides sales and other services to 80 stations in 18 markets, including 67 FM and 13 AM stations.

• Seventy five percent of profits from Top 50 markets, including Atlanta, Orlando, Houston and Tampa.

2007 Revenue Contribution (1)

Revenue Forecast (1)

EBITDA Forecast(1)

Notes

(I) Management provided information, 2007.

[VRC Logo] 2

Cox Radio Industry Overview

Radio Broadcasting Industry

Industry Description

The term “radio broadcasting” refers to the transmission of over-the-air sound waves from amplitude-modulated (AM) or frequency-modulated (FM) stations. Radio transmissions reach audiences in homes, cars, workplaces, and elsewhere. Radio reaches 96.0 percent of persons aged 12 years or older in an average week¹.

A typical listener tunes in for at least two hours each weekday, with about 41.7 percent of this listening occurring in a car or truck, 37.3 percent at home, and 21.0 percent at work or other places. During the weekends, listening in the car or truck jumps to 47.3 percent, home listening rises to 40.5 percent and listening at work or elsewhere falls to 12.2 percent¹.

Radio Station Revenues

Radio stations generate advertising revenues by providing programming, such as local news, talk, music, sports, weather, and traffic, serving the needs of their local communities. Programming may be produced in-house or acquired from syndicated networks, such as Westwood One Inc. and ABC Radio Network Inc. Local advertising sales typically account for about 80.0 percent of a station’s revenues, with the rest of revenues derived from national advertisers.

Broadcast Competition

Radio broadcasters generally compete for advertising dollars with a host of other in-home and out-of-home mass media outlets, including cable, newspapers, billboards, and the Internet. Increased competition has come in the form of advancements in newer digital outlets, such as the Internet, MP3 players, wireless applications, video games, and satellite radio.

Over the past few years satellite radio established itself as a viable platform. After winning FCC licenses in 1997, XM Satellite Radio Holdings Inc. launched (in November 2001) the nation’s first digital audio radio service (DARS), followed in July 2002 by Sirius Satellite Radio Inc. XM and Sirius have been adding customers rapidly, targeting a combined 17.6 million subscribers by the end of 2007. In February 2007, the two companies signed a definitive merger agreement. Subject to various approvals and conditions, the companies expect the merger to be consummated by the end of March 2008².

Industry Statistics & Expectations

• Radio continues to face challenges from the downturn in the economy to satellite radio. However, radio’s strongest growth potential may be the Internet. Revenue streams separate from traditional advertising, or “non-spot revenue” such as revenue from Internet advertising, grew 10 percent in the first three quarters of 2007¹.

• Network radio, which mainly composes nationally syndicated programs, also shows strong top-line growth potential. Although local advertising, (e.g., car delaers) is the main source of revenue, network revenue grew 5 percent in the first three quarters of 2007.

TOP 10 TERRESTRIAL RADIO GROUPS
(Ranked by 2005 revenues, in millions of dollars)

COMPANY	2006 REVENUES		NO. OF STATIONS		NO. OF MARKETS
1 Clear Channel Communications		3,535		1,171		191
2 CBS Radio		2,242		179		41
3 Entercom Communications		486		104		22
4 Cox Radio		483		78		19
5 Citadel/ABC		417		24		9
6 Citadel Communications		413		215		50
7 Radio One		389		70		22
8 Univision Communications		382		73		22
9 Cumulus Broadcasting		313		299		56
10 Emmis Communications		298		23		7

Source: BIA Financial Network.

Notes:

(1) The State of the News Media, 2008. http://www.stateofthenewsmedia.org/2008

(2) Churchwell, Damon. Value Line Publishing, Inc. XM Satellite Radio, Feb 15, 2008.

[VRC Logo] 3

Cox Radio Adjusted Operating Balance Sheet

AS OF DECEMBER 31, 2007
(THOUSANDS)

	AS OF DECEMBER 31
	2007		%			2006		%			2005		%			2004		%			2003		%
CURRENT ASSETS:
Cash & Investments (1)	$	0		0.0	%	$	0		0.0	%	$	0		0.0	%	$	0		0.0	%	$	0		0.0	%
Accounts Receivable		85,555		4.3	%		87,640		4.1	%		83,388		3.7	%		84,066		3.7	%		84,516		3.7	%
Other		5,650		0.3	%		5,254		0.2	%		6,026		0.3	%		14,271		0.6	%		13,478		0.6	%
Total		91,205		4.6	%		92,894		4.4	%		89,414		4.0	%		98,337		4.3	%		97,994		4.3	%
LONG TERM ASSETS:
Net Property and Equipment		72,528		3.6	%		74,334		3.5	%		74,025		3.3	%		74,322		3.3	%		78,333		3.4	%
Other		1,831,624		91.8	%		1,946,308		92.1	%		2,099,170		92.8	%		2,105,986		92.4	%		2,098,263		92.2	%
Total		1,904,152		95.4	%		2,020,642		95.6	%		2,173,195		96.0	%		2,180,308		95.7	%		2,176,596		95.7	%
TOTAL ASSETS:	$	1,995,357		100.0	%	$	2,113,536		100.0	%	$	2,262,609		100.0	%	$	2,278,645		100.0	%	$	2,274,590		100.0	%
CURRENT LIABILITIES
Accounts Payable	$	33,091		1.7	%	$	27,987		1.3	%		26,664		1.2	%	$	26,849		1.2	%	$	28,602		1.3	%
Other		6,484		0.3	%		9,431		0.4	%		25,081		1.1	%		17,928		0.8	%		26,996		1.2	%
Total		39,575		2.0	%		37,418		1.8	%		51,745		2.3	%		64,777		2.8	%		55,598		2.4	%
LONG TERM LIABILITIES:
Deferred Taxes		442,859		22.2	%		468,082		22.1	%		520,040		23.0	%		500,304		22.0	%		502,015		22.1	%
Long-Term Debt		320,000		16.0	%		380,000		18.0	%		404,988		17.9	%		454,877		20.0	%		534,744		23.5	%
Other		23,957		1.2	%		14,378		0.7	%		8,631		0,4	%		4,244		0.2	%		4,767		0.2	%
Total		786,816		39.4	%		862,460		40.8	%		933,659		41.3	%		959,425		42.1	%		1,041,526		45.8	%
EQUITY:
Common Stock		33,635		1.7	%		33,545		1.6	%		33,305		1.5	%		33,277		1.5	%		33,149		1.5	%
Retained Earnings (2)		492,705		24.7	%		626,508		29.6	%		649,716		28.7	%		587,627		25.8	%		519,664		22.8	%
Additional Paid-in Capital		642,626		32.2	%		553,605		26.2	%		594,184		26.3	%		633,539		27.8	%		624,653		27.5	%
Total		1,168,966		58.6	%		1,213,658		57.4	%		1,277,205		56.4	%		1,254,443		55.1	%		1,177,466		51.8	%
TOTAL LIABILITIES & EQUITY	$	1,995,357		100.0	%	$	2,113,536		100.0	%	$	2,262,609		100.0	%	$	2,278,645		100.0	%	$	2,274,590		100.0	%

Notes:

(1)	Adjusted for Nonoperational Assets — Cash.
(2)	Adjusted Retained Earnings for Nonoperational Asset Adjustments in Order to Balance Accounts.

[VRC Logo] 4

Cox Radio	Adjusted Income Statement Summary
(THOUSANDS)

	AS OF DECEMBER 31
	2007		%			2006			%			2005			%			2004			%			2003			%			2002			%
Net Sales	$	444,858		100.0	%	$	440,468			100.0	%	$	437,930			100.0	%	$	438,213			100.0	%	$	425,873			100.0	%	$	420,592			100.0	%
Adjustment		0		0.0	%		0			0.0	%		0			0.0	%		0			0.0	%		0			0.0	%		0			0.0	%
Adjusted Net Sales	$	444,858		100.0	%	$	440,468			100.0	%	$	437,930			100.0	%	$	438,213			100.0	%	$	425,873			100.0	%	$	420,592			100.0	%
Cost of Sales (1)		93,564		21.0	%		86,440			19.6	%		86,252			19.7	%		98,219			22.4	%		95,617			22.5	%		93,152			22.1	%
Adjustment		0		0.0	%		0			0.0	%		0			0.0	%		0			0.0	%		0			0.0	%		0			0.0	%
Adjusted Cost Of Sales (1)		93,564		21.0	%		86,440			19.6	%		86,252			19.7	%		98,219			22.4	%		95,617			22.5	%		93,152			22.1	%
Gross Profit		351,294		79.0	%		354,028			80.4	%		351,678			80.3	%		339,994			77.6	%		330,256			77.5	%		327,440			77.9	%
Operating Expenses (1):
Sales & Marketing Expenses		191,139		43.0	%		172,160			39.1	%		169,804			38.8	%		166,774			38.1	%		163,061			38.3	%		161,406			38.4	%
Adjustment		0		0.0	%		0			0.0	%		0			0.0	%		0			0.0	%		0			0.0	%		0			0.0	%
Adjusted Sales & Marketing Expenses		191,139		43.0	%%		172,160			39.1	%		169,804			38.8	%		166,774			38.1	%		163,061			38.3	%		161,406			38.4	%
Administrative Expenses		6,264		1.4	%		196,200			44.5	%		33,790			7.7	%		17,676			4.0	%		16,272			3.8	%		15,489			3.7	%
Adjustments:
Corporate Overhead (2)		7,033		1.6	%		9,143			2.1	%		9,090			2.1	%		9,096			2.1	%		8,840			2.1	%		8,730			2.1	%
Other (3)		0		0.0	%		(176,331	)		-40.0	%		(14,351	)		-3.3	%		(3,064	)		-0.7	%		(471	)		-0.1	%		(789	)		-0.2	%
Adjusted Administrative Expenses		13,297		3.0	%		29,012			6.6	%		28,529			6.5	%		23,708			5.4	%		24,641			5.8	%		23,430			5.6	%
Adjusted Total Operating Expenses		204,436		46.0	%		201,172			45.7	%		198,333			45.3	%		190,482			43.5	%		187,702			44.1	%		184,836			43.9	%
EBITDA (4)		146,858		33.0	%		152,856			34.7	%		153,345			35.0	%		149,512			34.1	%		142,554			33.5	%		142,604			33.9	%
Depreciation & Amortization		11,171		2.5	%		11,195			2.5	%		11,245			2.6	%		11,867			2.7	%		11,831			2.8	%		12,214			2.9	%
EBIT (5)		135,687		30.5	%		141,661			32.2	%		142,100			32.4	%		137,645			31.4	%		130,723			30.7	%		130,390			31.0	%
Other Expense (Income)		63,381		14.2	%		0			0.0	%		39			0.0	%		387			0.1	%		479			0.1	%		508			0.1	%
Adjustment		0		0.0	%		0			0.0	%		0			0.0	%		0			0.0	%		0			0.0	%		0			0.0	%
Adjusted Other Expense (Income)		63,381		14.2	%		0			0.0	%		39			0.0	%		387			0.1	%		479			0.1	%		508			0.1	%
Pretax Earnings	$	72,306		16.3	%	$	141,661			32.2	%	$	142,061			32.4	%	$	137,258			31.3	%	$	130,244			30.6	%	$	129,882			30.9	%
Adjusted Five-Year Average EBITDA												$	149,025
Adjusted Five-Year Average EBIT												$	137,563

Notes:

(1)	Excludes Depreciation.
(2)	Allocation of Corporate Overhead based on projections by management.
(3)	Excludes Non-Recurring Items.
(4)	Earnings Before Interest, Taxes, Depreciation and Amortization.
(5)	Earnings Before Interest and Taxes.

[VRC Logo] 5

Cox Radio	Management Operating Projections
(THOUSANDS)

	Actual
	2007		%			2008			%			2009			%			2010			%			2011			%			2012			%
Net Sales	$	444,858		100.0	%	$	459,938			100.0	%	$	472,389			100.0	%	$	485,772			100.0	%	$	499,558			100.0	%	$	514,387			100.0	%
Cost of Sales (1)		93,564		21.0	%		94,064			20.5	%		96,115			20.3	%		97,955			20.2	%		100,047			20.0	%		101,959			19.8	%
Gross Profit		351,294		79.0	%		365,873			79.5	%		376,274			79.7	%		387,817			79.8	%		399,511			80.0	%		412,428			80.2	%
Total Operating Expenses (1)		204,436		46.0	%		209,849			45.6	%		216,263			45.8	%		222,256			45.8	%		227,857			45.6	%		233,336			45.4	%
EBITDA(2)		146,858		33.0	%		156,024			33.9	%		160,011			33.9	%		165,562			34.1	%		171,654			34.4	%		179,093			34.8	%
Depreciation & Amortization		11,171		2.5	%		11,566			2.5	%		11,586			2.5	%		11,616			2.4	%		11,358			2.3	%		10,855			2.1	%
EBIT(3)		135,687		30.5	%		144,458			31.4	%		148,425			31.4	%		153,946			31.7	%		160,296			32.1	%		168,238			32.7	%
Interest Expense		20,911		4.7	%		0			0.0	%		0			0.0	%		0			0.0	%		0			0.0	%		0			0.0	%
Other Expense (Income)		63,381		14.2	%		0			0.0	%		0			0.0	%		0			0.0	%		0			0.0	%		0			0.0	%
Pretax Profit		51,395		11.6	%		144,458			31.4	%		148,425			31.4	%		153,946			31.7	%		160,296			32.1	%		168,238			32.7	%
Taxes (4)		23,494		5.3	%		57,783			12.6	%		59,370			12.6	%		61,578			12.7	%		64,118			12.8	%		67,295			13.1	%
Net Income	$	27,901		6.3	%	$	86,675			18.8	%	$	89,055			18.9	%	$	92,368			19.0	%	$	96,178			19.3	%	$	100,943			19.6	%
Capital Expenditures	$	9,420				$	13,798					$	14,172					$	14,573					$	14,987					$	15,432
Annual Sales Growth							3.4	%					2.7	%					2.8	%					2.8	%					3.0	%
Annual EBITDA Growth							6.2	%					2.6	%					3.5	%					3.7	%					4.3	%

	Forecast
	Period (5)
Compound Growth:
Sales		2.8	%
EBITDA		3.5	%
Averages as a % of Sales:
Cost of Sales		20.2	%
Operating Expenses		45.6	%
EBITDA		34.2	%

Notes:

(1)	Excludes Depreciation
(2)	Earnings Before Interest, Taxes, Depreciation, and Amortization
(3)	Earnings Before Interest and Taxes.
(4)	Assume 40.0 percent Tax Rate.
(5)	FYE 2008 — 2012.

[VRC Logo] 6

Cox Radio Discounted Cash Flow Analysis

AS OF
DECEMBER 31, 2007
(THOUSANDS)

	AS OF DECEMBER 31
Year	2008			2009			2010			2011			2012			2013			2014			2015			2016			2017
Sales	$	459,938		$	472,389		$	485,772		$	499,558		$	514,387		$	529,819		$	545,714		$	562,085		$	578,947		$	596,316
Growth Rate		3.4	%		3.9	%		3.4	%		3.7	%		3.3	%		3.0	%		3.0	%		3.0	%		3.0	%		3.0	%
Cost of Sales (1)		94,064			96,115			97,955			100,047			101,959			105,018			108,168			111,413			114,756			118,198
Gross Profit		365,873			376,274			387,817			399,511			412,428			424,801			437,545			450,672			464,192			478,118
% of Sales		79.5	%		79.7	%		79.8	%		80.0	%		80.2	%		80.2	%		80.2	%		80.2	%		80.2	%		80.2	%
Corporate Overhead		7,398			7,257			7,758			7,666			8,354			8,604			8,862			9,128			9,402			9,684
Operating Expenses (1)		209,849			216,263			222,256			227,857			233,336			240,336			247,546			254,972			262,622			270,500
Total Operating Expenses (1)		217,247			223,520			230,013			235,523			241,690			248,940			256,408			264,101			272,024			280,184
% of Sales		47.2	%		47.3	%		47.4	%		47.1	%		47.0	%		47.0	%		47.0	%		47.0	%		47.0	%		47.0	%
EBITDA(2)		148,626			152,754			157,804			163,987			170,739			175,861			181,137			186,571			192,168			197,933
% of Sales		32.3	%		32.3	%		32.5	%		32.8	%		33.2	%		33.2	%		33.2	%		33.2	%		33.2	%		33.2	%
Depreciation		11,566			11,586			11,616			11,358			10,855			13,245			15,826			15,738			16,789			17,889
EBIT (3)		137,060			141,168			146,188			152,630			159,884			162,616			165,311			170,833			175,379			180,044
EBIT Margin		29.8	%		29.9	%		30.1	%		30.6	%		31.1	%		30.7	%		30.3	%		30.4	%		30.3	%		30.2	%
Tax Provision @ 40%		54,824			56,467			58,475			61,052			63,954			65,046			66,124			68,333			70,151			72,017
Net Income		82,236			84,701			87,713			91,578			95,930			97,569			99,187			102,500			105,227			108,026
Depreciation		11,566			11,586			11,616			11,358			10,855			13,245			15,826			15,738			16,789			17,889
Capital Expenditures		(13,798	)		(14,172	)		(14,573	)		(14,987	)		(15,432	)		(15,895	)		(16,371	)		(16,863	)		(17,368	)		(17,889	)
Working Capital Changes		(25,754	)		(8,380	)		(8,822	)		(9,313	)		(9,852	)		(3,413	)		(3,515	)		(3,620	)		(3,729	)		(3,841	)
Free Cash Flow		54,250			73,735			75,933			78,636			81,502			91,508			95,126			97,755			100,919			104,185
PV Factor		0.958			0.879			0.806			0.740			0.679			0.623			0.571			0.524			0.481			0.441
Discount Rate 9.0%
PV of Cash Flows	$	51,962		$	64,794		$	61,216		$	58,160		$	55,303		$	56,966		$	54,328		$	51,220		$	48,512		$	45,947
Sum of PV Cash Flows													$	548,408					$	104,185	4
PV of Residual														864.635						* 18,818	5
Operating Business Enterprise Value													$	1,413,043						1960579.2
Nonoperational Value														2,500						* 0.441	6
Total Business Enterprise Value													$	1,415,543					$	864,635

																2013
Assumptions:	2008			2009			2010			2011			2012			-2017
Sales Growth Rate		3.4	%		2.7	%		2.8	%		2.8	%		3.0	%		3.0	%
Cost of Sales/Sales		20.5	%		20.3	%		20.2	%		20.0	%		19.8	%		19.8	%
Corporate Overhead/Sales		1.6	%		1.5	%		1.6	%		1.5	%		1.6	%		1.6	%
Operating Expenses/Sales		45.6	%		45.8	%		45.8	%		45.6	%		45.4	%		45.4	%
EBITDA/Sales		32.3	%		32.3	%		32.5	%		32.8	%		33.2	%		33.2	%
Depreciation/Sales		2.5	%		2.5	%		2.4	%		2.3	%		2.1	%	2.5% to 3.0		%
Capital Expenditures/Sales		3.0	%		3.0	%		3.0	%		3.0	%		3.0	%		3.0	%
Working Capital/Sales		16.8	%		18.2	%		19.5	%		20.8	%		22.1	%		22.1	%
Discount Rate		9.0	%		9.0	%		9.0	%		9.0	%		9.0	%		9.0	%

Notes:
(1)	Excludes Depreciation.
(2)	Earnings Before Interest, Taxes, Depreciation, and Amortization.
(3)	Earnings Before Interest and Taxes.
(4)	Available Debt-Free Cash Flow in Year 2017
(5)	Residual Value Multiple Based on Gordon Growth Model and Long-Term Growth Rate.
(6)	Discount Rate Factor Based on 9.0 percent Discount Rate at Year 2017.

[VRC Logo] 7

Cox Radio	Guideline Comparable Company Ratios
AS OF DECEMBER 31, 2007
(THOUSANDS)

	Beasley									Cumulus
	Broadcast			Clear Channel			Citadel			Media			Entercom			Radio One,			Salem			Spanish			Saga			Sirius											Cox Radio
	Group			Communications			Broadcasting			Inc.			Communications			Inc.			Communications			Broadcasting			Communications			Satellite			XM Satellite			COMPARABLES					Inc.
	BBGI			CCU			CDL			CMLS			ETM			ROIAK			SALM			SBSA			SGA			SIRI			Radio XMSR			Average/Median					CXR
ENTERPRISE VALUE RATIOS:
EBIT:(1)
Current		12.8			14.4			14.9			16.0			11.9			10.9			12.5			14.0			8.3			-10.3			-11.4			12.6		12.7			10.4
Five-Year Average		11.5			14.8			27.3			16.1			10.7			8.1			13.5			11.5			8.2			-7.6			-11.2			11.8		11.5			10.3
EBITDA: (1)
Current		11.3			10.7			12.9			13.1			10.5			9.4			9.1			12.4			6.5			-13.0			-19.3			10.4		10.6			9.7
Five-Year Average		10.3			10.6			17.1			12.6			9.6			7.2			10.0			10.6			6.5			-8.8			-17.1			9.7		10.2			9.5
Sales: (1)
Current		2.3			3.5			4.0			3.2			3.2			3.1			2.2			2.7			1.7			5.7			4.6			2.7		2.9			3.2
FINANCIAL RATIOS:
SALES (MILLIONS)		$134			$6,817			$720			$332			$468			$330			$232			$178			$145			$922			$1,137			$1,080		$281			$445
ASSETS (MILLIONS)		337			18,806			3,843			1,248			1,919			1,668			681			938			331			1,694			1,609		$	3241		1,609			1,997
ASSET TURNOVER
Current		0.4			0.4			0.2			0.3			0.2			0.2			0.3			0.2			0.4			0.5			0.7			0.3		0.3			0.2
Five-Year Average		0.4			0.4			0.2			0.2			0.3			0.2			0.3			0.2			0.5			0.2			0.3			0.3		0.3			0.1
D.F..EARNINGS/SALES		11.0	%		14.7	%		16.3	%		12.3	%		16.3	%		17.4	%		10.7	%		11.9	%		12.2	%		-33.9	%		-24.5	%		13.3	%	12.2	%		18.3	%
EBIT/SALES:
Current		20.3	%		32.4	%		31.0	%		24.8	%		30.3	%		33.1	%		24.1	%		22.2	%		25.6	%		-44.1	%		-23.8	%		26.6	%	25.2	%		30.5	%
Five-Year Average		24.2	%		29.2	%		36.3	%		28.0	%		35.9	%		42.5	%		25.3	%		29.0	%		27.8	%		-781.0	%		-114.7	%		30.2	%	28.5	%		31.4	%
EBITA/SALES:
Current		23.3	%		32.3	%		33.4	%		24.7	%		30.9	%		35.9	%		24.5	%		21.7	%		25.7	%		-68.3	%		-20.8	%		27.4	%	25.2	%		33.0	%
Five-Year Average		24.6	%		28.5	%		35.2	%		27.8	%		35.4	%		43.1	%		25.3	%		28.7	%		26.5	%		-5298.4	%		-349.7	%		30.0	%	28.2	%		34.1	%
EBIT/ASSETS:
Current		7.3	%		8.8	%		5.3	%		5.4	%		6.6	%		5.7	%		6.0	%		4.0	%		9.0	%		-42.1	%		-31.5	%		6.6	%	6.3	%		6.8	%
Five-Year Average		9.5	%		7.9	%		4.0	%		4.6	%		8.2	%		6.3	%		6.2	%		5.5	%		11.0	%		-59.0	%		-35.2	%		7.4	%	7.1	%		6.3	%
EBITDA/ASSETS:
Current		8.2	%		11.8	%		6.1	%		6.6	%		7.4	%		6.6	%		8.2	%		4.5	%		11.6	%		-33.3	%		-18.6	%		8.1	%	7.8	%		7.4	%
Five Year Average		10.6	%		11.0	%		6.7	%		6.0	%		9.2	%		7.1	%		8.4	%		5.9	%		13.8	%		-50.5	%		-23.1	%		9.0	%	8.8	%		6.8	%
AVERAGE COMPOUND ANNUAL GROWTH:
Sales		4.0	%		-6.5	%		18.0	%		5.9	%		4.0	%		2.2	%		7.6	%		5.1	%		5.0	%		190.9	%		87.6	%		3.4	%	4.5	%		1.1	%
EBITDA		-2.4	%		-0.6	%		13.1	%		1.2	%		-1.8	%		-37.2	%		8.3	%		-2.9	%		1.0	%		5.6	%		-2.3	%		-4.3	%	-1.2	%		0.5	%

Notes:
(1)	Excludes SIRI, XMSR and CDL

[VRC Logo] 8

Cox Radio
AS OF DECEMBER 31, 2007
(THOUSANDS) Market Comparable Analysis Summary

					Operating				Total
					Business				Business
	Earnings /				Enterprise		NonOperating		Enterprise
	Revenue Base		Multiplier		Value		Asset Value		Value
EBIT
Current	$	135,687		12.9	$	1,750,362	$	2,500	$	1,752,862
Five-Year Average		137,563		13.0		1,788,319		2,500		1,790,819
EBITDA
Current		146,858		11.2		1,644,809		2,500		1,647,309
Five-Year Average		149,025		11.0		1,639,275		2,500		1,641,775
Sales		444,858		2.7		1,201,117		2,500		1,203,617
Operating Business Enterprise Value					$	1,604,776
Add: Non-Operating Asset Value						2,500
Total Business Enterprise Value					$	1,607,276

[VRC Logo] 9

Cox Radio Private Market Transactions

		Target				EV-
Announcement		Revenue		Assets		Enterprise				EV/								EBITDA			EBIT
Date	Seller	LTM($mm)		($mm)		Value($mm)		EV / Sales		EBITDA		EV/EBIT		EBITDA		EBIT		Margin			Margin
11/16/2006	Clear Channel Communications, Inc.	$	6,906.5	$	18,931.2	$	27,313.3		4.0		12.4		17.5	$	2,202.3	$	1,559.2		31.9	%		22.6	%
07/12/2006	CHUM Ltd.		615.8		954.5		1,450.7		2.4		12.2		15.4		118.9		93.9		19.3	%		15.3	%
05/08/2006	Emmis Communications Corp.		650.4		2,110.0		2,146.2		3.3		9.4		14.1		229.1		152.5		35.2	%		23.4	%
06/21/2005	Scottish Radio Holdings PLC		185.7		401.7		827.0		4.5		16.0		23.8		51.5		34.8		27.8	%		18.8	%
06/03/2004	RG Capital Radio Ltd.		40.0		123.3		157.3		3.9		13.0		13.0		12.1		12.1		30.2	%		30.2	%
01/16/2004	Scottish Radio Holdings PLC		138.8		337.5		644.6		4.6		22.9		26.9		28.1		23.9		20.2	%		17.2	%
Average:			1,422.9		3,809.7				3.8		14.3		18.5		440.3		312.7		27.4	%		21.2	%
Median:			400.7		678.1				3.9		12.7		16.5		85.2		64.4		29.0	%		20.7	%
Cox Radio		$	444.9	$	1,995.4				3.2		10.4		9.7		$146.9		$135.7		33.0	%		30.5	%

Notes:

Source: Mergerstat 2007.

[VRC Logo] 10

Cox Radio Market Price Analysis Summary

AS OF DECEMBER 31, 2007
(THOUSANDS)

Market Determined Invested Capital

Number of Fully Diluted Shares Outstanding1		94,513
Share Price2	$	12.15
Market Value Of Common Equity	$	1,148,333
Long-Term Debt	$	336,600
Operating Business Enterprise Value	$	1,484,933
Non Operating Assets		2,500
Total Business Enterprise Value	$	1,487,433

Notes:

(1)	Fully diluted shares outstanding from Cox Radio 2007 Form 10-K, p. 52.
(2)	Based on closing market price per share on December 31, 2007.

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Cox Radio Summary of Valuations — Control Value

AS OF DECEMBER 31, 2007
(THOUSANDS)

	Weight			Value Indication
Operating Business Enterprise Value Indications:
Discounted Cash Flow Analysis		25	%	$	1,413,043
Market Comparable Analysis		25	%	$	1,604,776
Market Price Analysis		50	%	$	1,484,933
Operating Business Enterprises Value Conclusion:				$	1,496,921
Add: Non-Operating Asset Value					2,500
Total Business Enterprises Value Conclusion:				$	1,499,421

Multiples of Value
Conclusions

Operating Business Enterprises to:
LTM Sales	3.4
EBITDA:
Current	10.2
Average	10.0
EBIT:
Current	11.0
Average	10.9

[VRC Logo] 12

Cox Radio Summary Analysis

• Concluded Operating Business Enterprise Value for Cox Radio, based on a market comparison and discounted cash flow analysis, supported by transactions, is $1.50 billion, or 10.2x FYE 2007 EBITDA.

• Discounted cash flow approach:

• Management provided projections which were analyzed relative to past performance as well as management’s plan (key cash flow drivers).

• Calculated weighted average cost of capital.

• Market approach multiples were calculated and then adjusted as follows:

• Identified comparable companies to Cox Radio.

• Developed multiples as of the Valuation Date.

• The multiples were adjusted to reflect differences between the comparable companies and the subject company as follows:

• An adjustment was made based on the market capitalization of Cox Radio relative to its guideline companies¹ ,

• An adjustment was made for growth based on Sales and EBITDA margins of Cox Radio relative to its guideline companies; and

• An adjustment for asset utilization, based on operating income, and growth sustainability was made after comparing Cox Radio to its guideline companies².

• Market price analysis:

• Market determined BEV (NYSE Ticker: CXR)

• Calculated by adding the Market Capitalization plus Long-Term Debt and Non-operating assets.

Selected Publicly Traded Company EBITDA Multiples

Notes:

(1)	Based upon Ibbotson Associates Data.
(2)	Adjustment for Expected Longer-Term Sustainable Growth.

[VRC Logo] 13