SC 14D9/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9/A

Solicitation/Recommendation Statement Under Section 14(d)(4)

of the Securities Exchange Act of 1934

(Amendment No. 2)

COX RADIO, INC.

(Name of Subject Company)

COX RADIO, INC.

(Name of Person Filing Statement)

Class A common stock, par value $0.33 per share

(Title of Class of Securities)

224051102

(CUSIP Number of Class of Securities)

Robert F. Neil

President and Chief Executive Officer

Cox Radio, Inc.

6205 Peachtree Dunwoody Road

Atlanta, Georgia 30328

(678) 645-0000

(Name, address and telephone number of person authorized to receive

notices and communications on behalf of the persons filing statement)

With copies to:

Jay M. Tannon

Frank M. Conner III

Michael P. Reed

DLA Piper LLP (US)

500 8th Street, NW

Washington, DC 20004

(202) 799-4000

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

Purpose of the Amendment

The purpose of this Amendment No. 2 on Schedule 14D-9/A (together with any Exhibits and Annexes hereto, this “Amendment”) is to amend Item 2, Identity and Background of Filing Person, Item 3, Past Contacts, Transactions, Negotiations and Agreements, Item 4, The Solicitation or Recommendation, Item 5, Persons/Assets, Retained, Employed, Compensated or Used, Item 7, Purposes of the Transaction and Plans or Proposals, Item 8, Additional Information, and Item 9, Exhibits.

All capitalized terms used in this Amendment without definition have the meanings ascribed to them in the Schedule 14D-9 filed with the Commission (as defined below in Item 2 “Identity and Background of Filing Person—Tender Offer”) on April 3, 2009, as amended and supplemented by the Schedule 14D-9/A filed with the Commission on April 20, 2009.

Item 2. Identity and Background of Filing Person.

The following is inserted at the end of the first paragraph under the heading “Tender Offer”:

On April 29, 2009, Media and Enterprises issued a press release to increase the Offer Price to $4.80 net per Share in cash without interest (the “New Offer Price”) and extend the Offer Period until 12:00 midnight, New York City time on Wednesday, May 13, 2009.

The following paragraphs are inserted immediately following the ninth paragraph under the heading “Tender Offer”:

In determining whether Ms. Baranco and Mr. Evans were independent directors, the Board used the definitions of independence set forth in Section 303A of the Corporate Governance Listing Standards of the New York Stock Exchange and Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended.

In addition, and as previously discussed in the Company’s most recent proxy statement filed on March 21, 2008, the Board was also aware of Ms. Baranco’s relationship as an executive officer and principal of Baranco Automotive Group, which purchases advertising from, among others, Media, Enterprises, the Company and their affiliates through Baranco Automotive Group’s advertising agency. All advertising transactions between Baranco Automotive Group or its advertising agency, and Media, Enterprises, the Company and their affiliates are arm’s length transactions, and Ms. Baranco is not directly involved in either the purchasing determination or negotiations of such advertising transactions.

Neither ECP Benefits, LLC nor Associated Media Partners has any business dealings with Media, Enterprises, the Company or their affiliates.

Item 3. Past Contacts, Transactions, Negotiations and Agreements.

The following paragraph is inserted immediately following the fourth paragraph under the heading “Enterprises and Media Share Ownership; Interlocking Directors and Officers”:

According to the Schedule TO, in connection with the Offer and in addition to the current restructuring by Enterprises of its other media properties, Enterprises expects to review the Company and its assets, corporate structure, capitalization, operations, management and personnel to determine what changes, if any, would be desirable following a merger in order to best organize and integrate the activities of the Company’s and Enterprises’ other media properties. This will include evaluating the current slate of directors on the Board in light of the termination of all director independence requirements as a result of the Company becoming a wholly owned subsidiary of Media. According to the Schedule TO, it is expected that Enterprises will reduce the size and composition of the Board to be consistent with other subsidiaries of Enterprises.

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The third paragraph under the heading “Past Contacts, Negotiations and Agreements—Director and Officer Ownership of Shares” is replaced in its entirety with the following:

As of March 31, 2009, members of the Board beneficially owned in the aggregate 246,598 Shares, excluding any Shares they have a right to acquire pursuant to stock options and any Restricted Shares. The members of the Special Committee do not own any Shares, excluding any Restricted Shares. As of March 31, 2009, Ms. Baranco owned 5,957 Restricted Shares and Mr. Evans owned 2,769 Restricted Shares. As discussed below in Item 4 “The Solicitation or Recommendation—Intent to Tender,” to the Company’s knowledge, after making reasonable inquiry, each of the Company’s executive officers, directors and affiliates (other than Media and Enterprises) currently intends to tender the Shares held of record or beneficially owned by such person pursuant to the Offer (other than Restricted Shares, which are subject to transfer restrictions, and Shares such person has the right to purchase by exercising stock options), subject to applicable personal considerations (including tax planning) and securities laws (including Section 16(b) of the Securities Exchange Act of 1934, as amended).

Item 4. The Solicitation or Recommendation.

Solicitation Recommendation

All of the paragraphs under the heading “Solicitation Recommendation” are replaced in their entirety as follows:

For the reasons described in this Amendment, the Special Committee is changing its position that it cannot express an opinion with respect to the Offer. The Special Committee has unanimously determined and continues to believe that the Offer is fair, from a financial point of view, to the Company’s stockholders (other than Media and Enterprises). Additionally, the Special Committee recommends, on behalf of the Company, that the Company’s stockholders accept the Offer and tender their Shares pursuant to the Offer.

The Special Committee made this determination after carefully considering the New Offer Price and other relevant facts and information, and after discussing such factors with the Special Committee’s outside counsel and financial advisor. The factors that were relied upon by the Special Committee in both withdrawing its position that it cannot express an opinion with respect to the Offer and making its recommendation that the Company’s stockholders accept the Offer and tender their Shares pursuant to the Offer are described below. See “—Reasons for the Special Committee’s Recommendation.”

The ninth paragraph under the heading “Background of the Offer” is replaced in its entirety as follows:

During a telephonic meeting on March 25, 2009, in which outside counsel to the Special Committee participated, Ms. Baranco and Mr. Evans discussed at length the merits of several investment banking firms that could act as the Special Committee’s financial advisor. Based on its reputation, independence, experience and knowledge of the broadcasting industry, Ms. Baranco and Mr. Evans approved the retention of Gleacher Partners LLC (“Gleacher”) as the Special Committee’s financial

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advisor, subject to reaching an agreement on the terms of its engagement. Before selecting Gleacher, Ms. Baranco and Mr. Evans discussed with their outside counsel the experience and independence of Gleacher to provide independent and objective financial advisory services to the Special Committee taking into account an insignificant business relationship between a management official of Gleacher and one of the members of the Special Committee. Ms. Baranco and Mr. Evans also considered that Gleacher had no recent financial advisory or other commercial or investment banking relationships with the Company, and no financial interest in either the Company or Enterprises or their respective affiliates.

The 24th paragraph under the heading “Background of the Offer” is replaced in its entirety as follows:

Later that day, the Special Committee telephoned Mr. Dyer and informed him that, although the Special Committee believed the Offer Price remained fair, from a financial point of view, to the Company’s stockholders (other than Media and Enterprises), the Special Committee was 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. The Special Committee discussed with Mr. Dyer a variety of factors underlying its concern. The Special Committee stated that it continued to believe the consummation of a tender offer was in the best interests of the Company’s stockholders (other than Media and Enterprises) and informed Mr. Dyer that Media and Enterprises should consider increasing the Offer Price. However, at that time, the Special Committee determined that it was not appropriate for it to propose a new Offer Price to Media and Enterprises. After the Special Committee telephoned Mr. Dyer, the Special Committee met telephonically with its outside counsel to discuss its conversation with Mr. Dyer.

The 26th paragraph under the heading “Background of the Offer” is replaced in its entirety as follows:

On the morning of April 15, 2009, the Special Committee received a telephone call from Mr. Dyer who informed the Special Committee that Media and Enterprises would consider increasing the Offer Price, but that Media and Enterprises requested that the Special Committee propose an increased Offer Price. The Special Committee stated that it was not appropriate at that time for it to propose an increased Offer Price, but suggested that, at a minimum, Media and Enterprises should consider the public trading prices of the Shares since the announcement of the Offer. Mr. Dyer also informed the Special Committee that Media and Enterprises had asked their financial advisor to contact the Special Committee’s financial advisor regarding a potential increase of the Offer Price.

The following paragraphs are inserted immediately following the 37th paragraph under the heading “Background of the Offer”:

Shortly thereafter on April 20, 2009, the Special Committee’s financial advisor telephoned Messrs. Neil and Odom to confirm that the financial results for the Company had not changed since the disclosure of the First Quarter Preliminary Financial Results and the March Forecast. The Special Committee’s financial advisor asked Messrs. Neil and Odom to notify the Special Committee in the event that Messrs. Neil and Odom become aware of any material change in the Company’s financial results or projections.

Later that day, Media and Enterprises’ financial advisor telephoned the Special Committee’s financial advisor and discussed a process for negotiating a new Offer Price and made arrangements to meet in person the following day.

That same day, the Special Committee received a telephone call from Mr. Dyer to thank the Special Committee for its work to date, to discuss the Special Committee’s change in its position with respect to the Offer, and to discuss a process for moving forward. Mr. Dyer noted to the Special Committee that he believed there were positive developments in the stockholder community regarding the Offer.

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Shortly thereafter, the Special Committee met telephonically with its outside counsel and financial advisor. The Special Committee’s financial advisor updated the Special Committee on its call with Media and Enterprises’ financial advisor.

On April 21, 2009, the Special Committee’s financial advisor and Media and Enterprises’ financial advisor met in person to negotiate a new Offer Price. The Special Committee’s financial advisor provided Media and Enterprises’ financial advisor with an overview of pre- and post-tender offer trading prices and a minority interest premiums paid analysis detailing representative initial offer and final offer premiums in such transactions. The Special Committee’s financial advisor informed Media and Enterprises’ financial advisor that the Special Committee had given the Special Committee’s financial advisor authority to solicit the views of the Company’s stockholders regarding the Offer. Media and Enterprises’ financial advisor shared with the Special Committee’s financial advisor the feedback it had received from stockholders regarding the Offer. Media and Enterprises’ financial advisor also informed to the Special Committee’s financial advisor that Enterprises is a disciplined buyer.

On April 22, 2009, the Special Committee met telephonically with its outside counsel and financial advisor. The Special Committee’s financial advisor updated the Special Committee on its meeting with Media and Enterprises’ financial advisor and outlined its approach for determining a proposed price for the Shares.

During the day on April 22, 2009, the Special Committee’s financial advisor placed several calls to stockholders to solicit their views regarding an increased Offer Price.

On April 23, 2009, the Special Committee met telephonically with its outside counsel and financial advisor. The Special Committee’s financial advisor informed the Special Committee of the feedback it had received from stockholders regarding an increased Offer Price. The Special Committee’s financial advisor provided the Special Committee with a report of its analysis with respect to a new Offer Price to propose to Media and Enterprises that would increase the likelihood of satisfying the majority of the minority condition, including the following methodologies used in its analysis: (a) pre- and post-tender offer trading prices, (b) minority premiums paid analysis for transactions whereby the initial offer price was raised and the transaction was completed, and (c) prices that have led to successful completions of offers to average interim trading prices during such offers. The Special Committee discussed with its outside counsel and financial advisor the Special Committee’s proposed strategy with respect to negotiating a new Offer Price with Media and Enterprises. Thereafter, the Special Committee instructed its financial advisor to propose a new Offer Price of $5.00 per Share to Media and Enterprises’ financial advisor. The Special Committee decided that it would reconvene the meeting later that day after the Special Committee’s financial advisor had conveyed its proposal for a new Offer Price to Media and Enterprises’ financial advisor.

Following the Special Committee meeting, the Special Committee’s financial advisor met telephonically with Media and Enterprises’ financial advisor and advised them that, after discussing various factors with its outside counsel and financial advisor, the Special Committee was requesting that Media and Enterprises raise the Offer Price to $5.00 per Share and, if Media and Enterprises did so, the Special Committee would recommend that the Company’s stockholders (other than Media and Enterprises) accept the Offer at the proposed new Offer Price. The Special Committee’s financial advisor provided Media and Enterprises’ financial advisor with a number of factors that they believed supported the requested new Offer Price, including recent weighted-average trading price information for the Shares, premiums paid in other minority interest transactions, the average price paid by the Company in repurchases of its Shares during the first quarter of 2009 and recent discussions with certain of the Company’s stockholders.

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Shortly thereafter, the Special Committee met telephonically with its outside counsel and financial advisor. The Special Committee’s financial advisor reported that it had conveyed the proposed new Offer Price to Media and Enterprises’ financial advisor and that the Special Committee’s financial advisor expected Media and Enterprises to respond to the proposed new Offer Price through their financial advisor the following day.

On April 24, 2009, the Special Committee’s financial advisor met in person with Media and Enterprises’ financial advisor. Media and Enterprises’ financial advisor provided the Special Committee’s financial advisor with information regarding its analysis with respect to the new Offer Price of $5.00 per Share proposed by the Special Committee. Media and Enterprises’ financial advisor conveyed that Media and Enterprises would increase the Offer Price to $4.42 per Share if the Special Committee would recommend that the Company’s stockholders (other than Media and Enterprises) accept the Offer at the proposed new Offer Price. Media and Enterprises’ financial advisor expressed Media and Enterprises’ desire to meet with the Special Committee in person on April 28, 2009 to continue negotiations regarding a new Offer Price.

Shortly thereafter, the Special Committee met telephonically with its outside counsel and financial advisor. The Special Committee’s financial advisor conveyed Media and Enterprises’ proposed new Offer Price. The Special Committee decided to consider the proposed new Offer Price over the weekend and to discuss it with its outside counsel and financial advisor on April 27, 2009.

On April 27, 2009, the Special Committee met telephonically with its outside counsel and financial advisor. The Special Committee’s financial advisor provided the Special Committee with a summary of the presentation that Media and Enterprises’ financial advisor made to the Special Committee’s financial advisor on April 24, 2009. The Special Committee discussed with its outside counsel and financial advisor the Special Committee’s proposed strategy with respect to negotiating with Media and Enterprises and its financial advisor concerning a new Offer Price. The Special Committee instructed its financial advisor to propose a new Offer Price of $4.82 per Share to Media and Enterprises’ financial advisor.

Later that day, the Special Committee’s financial advisor met telephonically with Media and Enterprises’ financial advisor and advised them that, after further discussions with its outside counsel and financial advisor, the Special Committee was proposing that Media and Enterprises increase the Offer Price to $4.82 per Share and, if it did so, the Special Committee would recommend that the Company’s stockholders (other than Media and Enterprises) accept the Offer at the proposed new Offer Price.

On April 28, 2009, the Special Committee’s financial advisor met in person with Media and Enterprises’ financial advisor. Media and Enterprises’ financial advisor informed the Special Committee’s financial advisor that Media and Enterprises would increase the proposed new Offer Price from $4.42 per Share to $4.70 per Share if the Special Committee would recommend that the Company’s stockholders (other than Media and Enterprises) accept the Offer at the proposed new Offer Price. After consideration of this proposal, the Special Committee’s financial advisor advised Media and Enterprises’ financial advisor that the Special Committee was not prepared to recommend that the Company’s stockholders (other than Media and Enterprises) accept the Offer at the proposed new Offer Price of $4.70 per Share.

Later that day and after meeting with its financial advisor, the Special Committee met in person with Messrs. Dyer and Hayes to discuss the proposed new Offer Price. Thereafter, Messrs. Dyer and Hayes advised the Special Committee that, after further consideration, Media and Enterprises would increase the Offer Price to $4.80 per Share if the Special Committee would recommend that the Company’s stockholders (other than Media and Enterprises) accept the Offer at the proposed new Offer Price and stated that $4.80 per Share was Media and Enterprises’ best and final offer. The Special Committee informed Messrs. Dyer and Hayes that it would recommend that the Company’s stockholders (other than Media and Enterprises) accept the Offer at the New Offer Price and tender their Shares pursuant to the Offer.

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Later that day, the Special Committee met telephonically with its outside counsel and financial advisor. After a discussion regarding the proposed new Offer Price of $4.80 per Share by Media and Enterprises, the Special Committee determined to recommend to the Company’s stockholders (other than Media and Enterprises) that such stockholders accept the Offer at the New Offer Price and tender their Shares pursuant to the Offer.

On April 29, 2009, Media and Enterprises issued a press release announcing the New Offer Price and filed an amendment to the Schedule TO.

All of the paragraphs under the heading “Reasons for the Special Committee’s Recommendation” are replaced in their entirety as follows:

In making its determination (a) that the Special Committee withdraw its position that it cannot express an opinion with respect to the Offer, (b) that the Offer Price is fair, from a financial point of view, to the Company’s stockholders (other than Media and Enterprises), and (c) to recommend that the Company’s stockholders accept the Offer and tender their Shares pursuant to the Offer, the Special Committee considered a number of factors, including the following:

Dramatic Change in the Company’s Operating Environment Brought About by Current Economic Conditions. In its deliberations, the Special Committee was keenly aware of the unprecedented contraction in the global and U.S. domestic economies and the dramatic adverse impact of that economic contraction on the Company’s financial condition and operating performance, as well as on the market valuation of the Company and other radio broadcast companies. The Special Committee was informed by management of the Company that current economic conditions had caused advertisers, especially advertisers in the automotive, financial services and home improvement industries, who constitute a significant portion of the Company’s revenues, to reduce significantly their advertising spending, thus having a significant adverse impact on the Company’s revenues, and operating cash flow. Management of the Company prepared the February Forecast for the remainder of 2009 which reflected estimated EBITDA (as defined below under “—Non-GAAP Financial Measures”) of $69.0 million (updated to $72.3 million in the March Forecast) as compared to actual EBITDA of $132 million and $154 million for fiscal years 2008 and 2007, or 48% and 55% less, respectively. The Special Committee also considered the First Quarter Preliminary Financial Results and March Forecast which showed slight improvement as compared to the February Forecast but which were still well below the Company’s historical financial performance. In light of the dramatic decline in the economy which has particularly affected sectors from which the Company derives a substantial portion of its revenues, the Special Committee believes that the decline in the Company’s value is not temporary and, as a consequence, the historical valuations of the Company are no longer reflective of its current intrinsic value. Moreover, while the Special Committee believes that the Company’s operating environment will improve over time, the Special Committee does not believe, based on the financial analyses it reviewed and its own judgment of the economic environment, that it is reasonable to assume that the Company will attain growth rates required to achieve future financial results comparable to the Company’s historical financial results.

Opinion of Financial Advisor. The Special Committee took into account the presentation from its independent financial advisor, Gleacher, on April 1, 2009 and its oral opinion, subsequently confirmed in writing, that, as of the date of the opinion and based upon and subject to the assumptions, qualifications and limitations set forth in the opinion, the Offer Price to be received by holders of the Shares (other than Media and Enterprises) in the Offer was fair, from a financial point of view, to such holders. A copy of the Gleacher presentation is filed as Exhibit (a)(5)(K) to this Amendment and is incorporated herein by reference. The full text of the Gleacher written opinion, dated April 1, 2009, is filed as Exhibit (a)(5)(C) to the Schedule 14D-9 and should be read in its entirety.

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In determining to recommend, on behalf of the Company, that the Company’s stockholders (other than Media and Enterprises) accept the New Offer Price and tender their Shares pursuant to the Offer, the Special Committee also considered the reports delivered to the Special Committee by Gleacher on April 16, April 23 and April 27, 2009 (each as described under “—Opinion of Financial Advisor—Updated Analysis” below). In evaluating Gleacher’s presentations and reports, the Special Committee was aware that Gleacher would receive the fees described under Item 5 of this Amendment.

Financial and Business Prospects of the Company and Management’s Projections of Future Performance. The Special Committee considered the projections of the Company’s future performance prepared by the Company’s management and in particular the February Forecast and the March Forecast. In this regard, the Special Committee considered the Company’s historical financial performance and how it compared to management’s projections of performance for future periods. The Special Committee also considered management’s opinion of the lower projected growth rates of the Company’s advertising revenues given current global and U.S. domestic economic conditions and prospects for a recovery in the near term and the foreseeable future. The Special Committee’s assessment of the Company’s ongoing performance for 2009 and beyond was helpful in placing in context the discounted cash flow analysis prepared by Gleacher (as described under “—Opinion of Financial Advisor” below) and suggested that the market valuation for the Shares would be at the lower end of the range reflected in Gleacher’s analyses and below the Offer Price and well below the New Offer Price.

Risk of Default under the Company’s Revolving Line of Credit. Under the Company’s Revolving Credit Facility, the Company must maintain compliance with certain covenants, including a covenant to maintain a leverage ratio of less than 5.0 times the trailing 12 months operating cash flow. While the March Forecast reflected marginal improvements in the projected leverage ratio and operating cash flow cushion compared to the February Forecast, the Special Committee nonetheless recognized that the Company may not satisfy this leverage ratio covenant by the fourth quarter of 2009 if conditions worsened relative to the March Forecast. The Special Committee also understood that if the Company either breached this leverage ratio covenant or asked its lenders for a waiver of or amendment to the covenant, the Company would likely incur additional significant costs with respect to the Revolving Credit Facility, including additional fees and a higher interest rate, which would adversely impact the Company’s future financial results.

Absence of Alternative Transactions. The Special Committee considered the fact, as confirmed by a letter dated March 22, 2009 to the Board, that Enterprises is interested only in acquiring the Shares not owned by Media and that Enterprises will not sell any Shares owned by Media or consider any strategic transaction involving the Company other than the Offer. In light of Enterprises’ intentions, the Special Committee concluded that realization of third party sale value or causing a sale of a substantial portion, in a liquidation, break-up or similar transaction, of the Company’s assets were not alternatives available to the Company. Consequently, the Special Committee considered a transaction with Enterprises or continuing the Company as a publicly-traded company, with Enterprises remaining as controlling stockholder, as the only practical alternatives available. Maintaining the Company as a publicly-traded company meant stockholders only could realize trading values for their Shares and that those trading values were likely to be significantly less than the new Offer Price in the near term and also for the foreseeable future given the current operating environment and future prospects for the Company.

Best and Final Offer. The Special Committee considered the fact that, based on its negotiations with representatives of Enterprises, it believed that the New Offer Price represented Media and Enterprises’ best and final offer. It has been, and remains, the position of the Special Committee that the consummation of the Offer is in the best interests of the Company’s stockholders (other than Media and

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Enterprises). As a consequence, the Special Committee endeavored to negotiate with Media and Enterprises the highest offer price reasonably possible to enhance the likelihood of satisfying the majority of the minority condition, and believes that the New Offer Price is likely the highest offer price Media and Enterprises would propose.

Conditions to Consummation. The Special Committee considered the fact that the Offer is subject to satisfaction of or, if permitted, waiver of several conditions, including (i) the non-waivable condition that there shall have been validly tendered and not withdrawn before the Offer expires, Shares that constitute at least a majority of the outstanding Shares not owned by Media or Enterprises or their respective affiliates or the directors and executive officers of the Company, Media or Enterprises (other than the Special Committee members) immediately prior to the expiration of the Offer; and (ii) the waivable condition by Enterprises and Media in their sole discretion that there shall have been validly tendered and not withdrawn before the Offer expires, Shares that constitute at least 90% of the outstanding Shares after giving effect to the conversion of the shares of Class B Common Stock held by Media into Shares on a one-for-one basis.

Holders of Majority of Public Shares Determine Whether Transaction Is Completed Without Coercion. The Special Committee believes that Media will effect a prompt consummation of a short-form merger if Media acquires ownership of at least 90% of the Shares pursuant to the Offer. The Special Committee also considered Media’s ability and intent to initiate a “subsequent offering period” after the Shares are first accepted for payment pursuant to the Offer. These measures provide assurances to holders of Shares that such holders may receive the Offer Price in cash for each of their Shares as soon as practicable, even if they choose not to tender their Shares during the “initial offering period.” Consequently, the Special Committee concluded that the non-waivable condition of the Offer that a majority of the minority tender their Shares would permit the holders of a majority of the publicly owned Shares to decide if the Offer should be completed by choosing whether to tender their Shares without coercion or any penalty for not tendering their Shares.

Appraisal Rights. The Special Committee took into consideration the fact that stockholders who do not tender their shares pursuant to the Offer may dissent from the short-form merger (if the short-form merger occurs) and may demand appraisal of the fair value of their shares under the DGCL, whether or not a stockholder vote is required to approve the merger. See Item 8 “—Additional Information—Appraisal Rights” below.

The following paragraph is inserted immediately following the fourth paragraph under the heading “Opinion of Financial Advisor”:

Except as disclosed below, Gleacher did not consider any appraisals or valuation reports prepared for the Company or Enterprises, nor were such appraisals or valuations reports provided to the Special Committee. According to the Schedule TO, no appraisals or valuation reports were commissioned in connection with the Offer and no appraisals or valuation reports are related to the Offer in any way. Because the purpose of the appraisals was to evaluate year-over-year changes in the value of Enterprises and its holdings, Gleacher did not consider these appraisals or deem them to be relevant in conducting its analyses and arriving at its opinion. Because the purpose of the valuation reports was to test for potential impairments in the Company’s Federal Communications Commission licenses and radio stations pursuant to Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, Gleacher did not consider these valuation reports or deem them to be relevant in conducting its analyses and arriving at its opinion other than considering the weighted average cost of capital used in the Bond & Pecaro valuation as of December 31, 2008 in its discounted cash flow analysis. In light of the fact that Gleacher did not consider these appraisals and valuation reports as they were irrelevant, the Special Committee did not consider them in its evaluation of the Offer.

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The first table following the second paragraph under the heading “Opinion of Financial Advisor—Discounted Cash Flow Analysis” is replaced in its entirety as follows:

Financial Projections ($ in millions)

	2009E			2010E			2011E			2012E			2013E
Operating Cash Flow	$	73.6		$	76.2		$	78.8		$	81.6		$	84.9
Less: LTIP		(4.6	)		(7.6	)		(10.0	)		(12.4	)		(14.7	)
EBITDA	$	69.0		$	68.5		$	68.9		$	69.2		$	70.2
Less: D&A		(10.7	)		(10.9	)		(11.3	)		(11.5	)		(11.8	)
EBIT	$	58.3		$	57.7		$	57.6		$	57.8		$	58.4
Less: Taxes		(23.3	)		(23.4	)		(23.4	)		(23.5	)		(23.8	)
Tax-Effected EBIT	$	35.0		$	34.3		$	34.2		$	34.3		$	34.6
Plus: D&A		10.7			10.9			11.3			11.5			11.8
Plus: Deferred Taxes		21.6			21.3			20.8			19.5			17.0
Plus: LTIP		4.6			7.6			10.0			12.4			14.7
Less: Capex		(6.8	)		(17.7	)		(17.7	)		(15.1	)		(14.4	)
Less: Signal Upgrade Costs		(17.8	)		(10.1	)		(10.1	)		0.0			0.0
Less: Inc. in WC		0.0			(0.7	)		(0.8	)		(1.1	)		(1.2	)
Free Cash Flow	$	47.3		$	45.6		$	47.6		$	61.5		$	62.3

The third paragraph under the heading “Opinion of Financial Advisor—Discounted Cash Flow Analysis” is replaced in its entirety as follows:

Gleacher calculated the terminal value for the Company by applying a 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 based on Gleacher’s judgment and experience after discussions with the Company’s management, which included management’s view on the Company’s historic and future trading prospects and other market conditions.

The fourth paragraph under the heading “Opinion of Financial Advisor—Discounted Cash Flow Analysis” is replaced in its entirety as follows:

The unlevered free cash flows and the terminal value were then discounted to present value using a range of discount rates from 9% to 12%. The discount rate range was based upon an analysis of the weighted average cost of capital of the Company conducted by Gleacher. In selecting the discount rate range, Gleacher considered the following factors: (a) the highly leveraged capital structure of the Selected Public Company Index, (b) the long-horizon expected equity risk premium and relevant size premium, (c) an estimate for the capital structure of the Company under normal market conditions, and (d) the weighted average cost of capital in the Bond & Pecaro valuation as of December 31, 2008 of 10.5%.

The second paragraph under the heading “Opinion of Financial Advisor—Minority Interest Premiums Paid Analysis” is replaced in its entirety as follows:

Gleacher reviewed publicly available information with respect to the following selected offers to acquire minority interests made since January 1, 2004 for U.S.-based companies in which the consideration was cash and whereby the acquiror owned more than 50% of the shares of the target prior to the offer:

The following sentence is inserted at the end of the first paragraph under the heading “Opinion of Financial Advisor—Selected Public Company Analysis”:

However, the companies used in the Selected Public Company Index were similar to the Company in that each company has significant English language radio broadcasting operations in US markets.

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The second paragraph under the heading “Opinion of Financial Advisor—Financial Covenants” is replaced in its entirety as follows:

Based on the Company’s current projections, the Company’s projected leverage ratio in the fourth quarter of 2009 (obtained by dividing the net debt of the Company by its last 12 months operating cash flow) will be close to the 5.0 times net debt to operating cash flow covenant limit under the Revolving Credit Facility. The February Forecast and March Forecast project the Company’s leverage ratio to be 4.9 times and 4.74 times, respectively, in the fourth quarter of 2009. If the Company’s leverage ratio exceeds the 5.0 times covenant limit, the Company’s lenders could declare an event of default and exercise the remedies under the Revolving Credit Facility. If an event of default occurs, the Company may incur significant costs and expenses, as a result of amending the Revolving Credit Facility, or otherwise.

The following paragraph is inserted immediately following the last paragraph under the heading “Opinion of Financial Advisor—Financial Covenants” under the new heading “Opinion of Financial Advisor—Assumptions Regarding February Forecast”:

As part of the Company’s regular financial planning process, the Company prepares a budget for the upcoming year, including five-year projections, and then updates the budget with a forecast each month as actual results become available. The long-range financial projections of the Company’s results of operations were most recently prepared in October 2008 and approved by the Board in December 2008. At the time of the Special Committee meeting on April 1, 2009, the February Forecast was the most recent projection available to Gleacher. The February Forecast and accompanying discussion with the Company’s management comprise the foundation for Gleacher’s projections. Gleacher has been told by the Company’s management that the long-range plan and February Forecast are prepared for internal purposes without a view to dissemination to the public and that the projections are based upon a variety of assumptions relating to the Company’s businesses that the Company considered reasonable at the time. In addition, the Company’s management noted that the operating results in the February Forecast were below market consensus due in part to management’s proximity to real time changes in the radio broadcasting operating environment. The downward adjustment in the February Forecast versus the long-range plan is based in part on the severity of the economic downturn and the resulting reduction in advertising revenue. It should be noted that the Company’s management has stated that the current market environment has increased the difficulty in forecasting as advertising purchases are not being made as far in advance as in the past.

The following paragraph is inserted immediately following the last paragraph under the heading “Opinion of Financial Advisor— Assumptions Regarding February Forecast” under the new heading “Opinion of Financial Advisor—Updated Analysis”:

After the Company disclosed the First Quarter Preliminary Financial Results on April 13, 2009, Gleacher delivered to the Special Committee an update to its analysis during the Special Committee’s telephonic meeting on April 16, 2009.

10

At that meeting, Gleacher reviewed the First Quarter Preliminary Financial Results and the March Forecast with the Special Committee. Gleacher also reviewed each of the financial analyses it had previously undertaken in arriving at its opinion. Gleacher then discussed with the Special Committee how the First Quarter Preliminary Financial Results and the March Forecast impacted each of the financial analyses that Gleacher had previously undertaken. Gleacher noted that historical trading analysis and minority interest premiums paid analysis were not impacted by the First Quarter Preliminary Financial Results and the March Forecast. The selected public company analysis, discounted cash flow analysis, and financial covenants analysis, however, were impacted by the First Quarter Preliminary Financial Results and the March Forecast. With respect to the selected public company analysis, Gleacher noted that on a book value of debt basis, the multiples had remained relatively constant. On a market value of debt basis, however, the multiples had fallen due to lower debt prices. With respect to the discounted cash flow analysis, Gleacher noted that the forecasted increase in operating cash flow for the remainder of 2009 as set forth in the March Forecast increased the implied value per Share from a range of $0.67 to $4.32 to a range of $0.93 to $4.71. With respect to the financial covenants analysis, Gleacher noted that the projected increase in operating cash flow for the remainder of 2009 and decrease in net debt resulted in a projected leverage ratio of 4.74 in the fourth quarter of 2009 versus the covenant limit 5.0 times net debt to operating cash flow under the Revolving Credit Facility, which was a marginal improvement against the numbers in the February Forecast. Additionally, Gleacher noted that based on the March Forecast, the operating cash flow cushion at December 31, 2009 had increased from $1 million to $4 million.

Gleacher noted that while the First Quarter Preliminary Financial Results and March Forecast were better than anticipated and showed some improvement, the impact of such improvement was immaterial. Gleacher confirmed that the First Quarter Preliminary Financial Results and the March Forecast did not change its opinion that, as of such date, the Offer Price to be paid in connection with the Offer is fair, from a financial point of view, to the Company’s stockholders (other than Media and Enterprises).

Gleacher delivered to the Special Committee an update to its analysis during the Special Committee’s telephonic meeting on April 23, 2009 with respect to a new Offer Price to be proposed to Media and Enterprises that would increase the likelihood of satisfying the majority of the minority condition, including the following methodologies used in its analysis: (a) pre- and post-tender offer trading prices, (b) minority premiums paid analysis whereby the transaction was completed and the initial offer was raised, and (c) prices that have led to successful completions of offers to average interim trading prices during such offers.

On April 27, 2009, Gleacher provided the Special Committee with its summary of Media and Enterprises’ financial advisor’s presentation to Gleacher on April 24, 2009 with respect to the Special Committee’s proposed new Offer Price of $5.00 per Share. A copy of Media and Enterprises’ financial advisor’s presentation to Gleacher on April 24, 2009 is filed as Exhibit (c)(11) to the Schedule TO.

Gleacher noted that Media and Enterprises’ financial adviser relied upon five methodologies in responding to the Special Committee’s proposed new Offer Price of $5.00 per Share: (a) firm value to EBITDA, (b) unaffected stock price, (c) share price premium, (d) recent Share price and (e) research views. Gleacher summarized that the firm value to EBITDA, unaffected stock price, and research views analysis should not be considered because they did not account for a price that Gleacher believed could lead to a successful completion of the Offer.

With respect to the share price premium analysis, Gleacher noted that Media and Enterprises’ financial advisor suggested that the proposed new Offer Price of $5.00 per Share represented a 51.5% premium to pre-Offer trading levels of the Shares and was significantly above the premium for completed representative transactions, which had highs of 44.0% for tender offers and 44.7% for shareholder vote transactions. Gleacher advised that the high premiums for tender offers and shareholder vote transactions suggested by Media and Enterprises’ financial advisor implied a per Share price of $4.75 and $4.78, respectively.

11

In discussing the recent share price analysis used by Media and Enterprises’ financial advisor, Gleacher noted that Media and Enterprises’ financial advisor had suggested that the proposed new Offer Price of $5.00 per Share represented a 14.2% premium to where the Shares had traded since the Company had disclosed that Media and Enterprises were giving serious consideration to increasing the Offer Price to $4.20 per Share and that the 14.2% premium was above the interim trading price in tender offers which ranged from 0% to 6%. Gleacher stated that it believes that a 10-12% premium more accurately reflects transactions whereby the initial offer price was raised and the transaction was completed. This equates to a per Share price of between $4.82 and $4.91.

The first sentence under the heading “Opinion of Financial Advisor—Miscellaneous” is replaced in its entirety as follows:

Pursuant to the terms of the engagement letter dated March 31, 2009, as amended as of April 24, 2009, the Special Committee agreed to cause the Company to pay Gleacher a fee upon filing by the Company of the Schedule 14D-9 and on May 4, 2009.

The paragraph under the heading “Intent to Tender” is replaced in its entirety with the following:

To the Company’s knowledge, after making reasonable inquiry, each of the Company’s executive officers, directors and affiliates (other than Media and Enterprises) intends to tender the Shares held of record or beneficially owned by such person pursuant to the Offer (other than Restricted Shares, which are subject to transfer restrictions, and Shares such person has the right to purchase by exercising stock options), subject to applicable personal considerations (including tax planning) and securities laws (including Section 16(b) of the Securities Exchange Act of 1934, as amended).

Item 5. Persons/Assets, Retained, Employed, Compensated or Used.

The second sentence under the heading “Persons/Assets, Retained, Employed, Compensated or Used” is replaced in its entirety as follows:

Pursuant to the terms of the engagement, as amended, the Special Committee and the Company have agreed to pay Gleacher a financial advisory fee of $1,250,000, payable by the Company upon filing by the Company of the Schedule 14D-9, and an additional cash fee of $500,000, payable by the Company on May 4, 2009.

Item 7. Purposes of the Transaction and Plans or Proposals.

The first paragraph under the heading “Purposes of the Transaction and Plans or Proposals” is replaced in its entirety as follows:

For the reasons discussed in Item 4 “The Solicitation or Recommendation—Reasons for the Special Committee’s Recommendation,” the Special Committee recommends, on behalf of the Company, that the Company’s stockholders accept the Offer and tender their shares pursuant to the Offer. The Special Committee has not changed its previous determination with respect to the fairness, from a financial point of view, of the Offer Price to the Company’s stockholders (other than Media and Enterprises) and it has determined that the New Offer Price is fair, from a financial point of view, to the Company’s stockholders (other than Media and Enterprises).

12

Item 8. Additional Information.

Litigation

The following paragraph is inserted immediately following the paragraph under the heading “Litigation”:

On April 27, 2009, representatives of Media and Enterprises’ financial advisor and counsel for Media and Enterprises discussed with attorneys for plaintiffs in the Delaware Actions and representatives of Value Incorporated, the financial advisor to plaintiffs in the Delaware Actions, valuation and disclosure issues relating to the potential settlement of the Delaware Actions. The financial advisors addressed their respective views regarding their financial analyses of the Company. Counsel for Media and Enterprises and counsel for plaintiffs discussed certain supplemental disclosures that could be made in connection with the Offer and by the Company. Further negotiations took place between counsel for Media and Enterprises and counsel for plaintiffs on April 27 and throughout April 28, 2009.

On April 29, 2009, the parties to the Delaware Actions entered into a memorandum of understanding (“MOU”) containing the terms for the parties’ agreement in principle to resolve the Delaware Actions. The MOU provides that, in consideration for the settlement of the Delaware Actions, (i) the Offer Price will be increased from $3.80 per Share to $4.80 per Share, and (ii) the Company, Media and Enterprises will make supplemental disclosures in appropriate filings with the Commission and disseminate them to holders of record of Company stock no later than ten (10) days prior to the expiration of the Offer. In the MOU, the defendants in the Delaware Actions acknowledge that they considered the unfair price, disclosure and other claims raised by plaintiffs in the Delaware Actions in connection with the increase of the Offer Price to $4.80 per Share and in determining to make the supplemental disclosures contemplated by the MOU. In exchange, the parties to the Delaware Actions will use their best efforts to draft and execute a definitive stipulation of settlement that includes a plaintiff class consisting of all record and beneficial holders of Company stock, other than the Company, Media and Enterprises and the current Company directors, during the period beginning on and including February 10, 2009, through and including the date of the consummation of the merger. If approved by the parties to the Delaware Actions and the Court of Chancery of the State of Delaware, the settlement will result in the dismissal with prejudice of the Delaware Actions and release by the plaintiff class of all claims under federal and state law that were or could have been asserted in the Delaware Actions or which arise out of or relate to the transactions contemplated by the Offer. The MOU further provides that, in the event the Delaware Actions are dismissed in accordance with the settlement stipulation, the parties in the Delaware Actions will use their best efforts to obtain the dismissal with prejudice of the Georgia State Action and the Georgia Federal Action. The settlement of the Delaware Actions is subject to numerous conditions set forth in the MOU and to be contained in any stipulation of settlement, including the completion of the merger. A copy of the MOU is filed as Exhibit (a)(5)(L) to this Amendment and is incorporated herein by reference.

13

Item 9. Exhibits.

Exhibit Number	Description
*(a)(2)(A)	Letter, dated April 3, 2009, from the Special Committee to the Company’s stockholders.
*(a)(2)(B)	Press release issued by the Company on April 3, 2009, entitled “Cox Radio, Inc. Issues Response/Recommendation Statement Regarding Tender Offer of Cox Media Group, Inc.”
*(a)(2)(C)	Press release issued by the Company on April 1, 2009, entitled “Cox Radio, Inc. Forms Special Committee to Evaluate Cox Media Group’s Tender Offer.”
*(a)(2)(D)	Press release issued by the Company on April 20, 2009, entitled “Cox Radio, Inc. Issues Revised Response/Recommendation Statement Regarding Tender Offer of Cox Media Group, Inc.”
(a)(2)(E)	Press release issued by the Company on April 30, 2009, entitled “Cox Radio, Inc. Recommends the Tender Offer by Cox Media Group, Inc. at the Increased Offer Price of $4.80 Per Share.”
*(a)(5)(A)	Letter, dated March 22, 2009, from Enterprises to the Board.
*(a)(5)(B)	Press release issued by the Company on March 23, 2009, entitled “Cox Radio Comments on Cox Enterprises Tender Offer.”
*(a)(5)(C)	Opinion of Financial Advisor, dated April 1, 2009.
*(a)(5)(D)	George Leon v. Cox Radio, Inc., et al., Case No. 4461, Delaware Chancery Court (filed March 27, 2009).
*(a)(5)(E)	Coral Springs Police Pension Fund v. Cox Radio, Inc., et al., Case No. 4463, Delaware Chancery Court (filed March 30, 2009).
*(a)(5)(F)	Ruthellen Miller v. James C. Kennedy, et al., Case No. 09-A-02921-9, Superior Court of Gwinnett County (filed March 30, 2009).
*(a)(5)(G)	Unanimous Written Consent of the Board, dated March 31, 2009.
*(a)(5)(H)	Unanimous Written Consent of the Board, dated April 19, 2009.
*(a)(5)(I)	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 8, 2009).
*(a)(5)(J)	In re Cox Radio, Inc. Shareholders Litigation, Case No. 4461, Delaware Chancery Court (filed April 7, 2009).
(a)(5)(K)	Presentation by Financial Advisor to the Special Committee, dated April 1, 2009.
(a)(5)(L)	Memorandum of Understanding, dated April 29, 2009, among the parties to the Delaware Actions.
*(e)(1)	Promissory Notes, dated December 4, 2003, filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

* Previously filed as an exhibit to the Company’s Schedule 14D-9.

14

SIGNATURE

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

COX RADIO, INC.
By:	/s/    Charles L. Odom
Name:	Charles L. Odom
Title:	Chief Financial Officer

Dated: April 30, 2009

EX-99.(A)(2)(E)

Exhibit (a)(2)(E)

NEWS

FOR IMMEDIATE RELEASE

Cox Radio, Inc. Recommends the Tender Offer by Cox Media Group, Inc. at the

Increased Tender Offer Price of $4.80 per Share

ATLANTA, April 30, 2009—Cox Radio, Inc. (NYSE: CXR) today announced that as a result of Cox Enterprises, Inc., through its wholly owned subsidiary Cox Media Group, Inc., raising the offer price to $4.80 per share, the Special Committee has unanimously recommended, on behalf of Cox Radio, that the stockholders of Cox Radio accept the tender offer and tender their shares of Class A common stock pursuant to the tender offer prior to the expiration of the tender offer at 12:00 midnight, New York City time, on Wednesday, May 13, 2009. Cox Radio also today filed a revised Solicitation/Recommendation Statement in an amendment to Schedule 14D-9 announcing that the Special Committee of the Board of Directors of Cox Radio has changed its previous position that it could not express an opinion with respect to the tender offer.

Stockholders of Cox Radio are encouraged to review the revised Solicitation/Recommendation Statement in the amendment to its Schedule 14D-9 in its entirety, which Cox Radio has filed with the Securities and Exchange Commission as the revised Solicitation/Recommendation Statement contains important information. Stockholders can obtain a free copy of the revised Solicitation/Recommendation Statement in the amendment to the Schedule 14D-9, and any amendment thereto or other documents filed by Cox Radio with respect to the tender offer, at www.sec.gov.

About Cox Radio

Cox Radio is one of the largest radio companies in the United States based on revenues. Cox Radio owns, operates or provides sales or marketing services for 86 stations (71 FM and 15 AM) clustered in 19 markets, including major markets such as Atlanta, Houston, Miami, Orlando, San Antonio and Tampa. Cox Radio shares are traded on the New York Stock Exchange under the symbol: CXR.

* * * * *

This press release is neither an offer to purchase nor the solicitation of an offer to sell any securities. In response to the tender offer proposed by Cox Media Group referred to in this press release, Cox Radio has filed a revised Solicitation/Recommendation Statement in an amendment to its Schedule 14D-9 with the Securities and Exchange Commission. Investors and security holders are urged to read the revised Solicitation/Recommendation Statement in the amendment to the Schedule 14D-9 because it contains important information. Investors and security holders may obtain a free copy of the revised Solicitation/Recommendation Statement in the amendment to the Schedule 14D-9 and other documents that Cox Radio filed with the SEC in

connection with the tender offer, at www.sec.gov. In addition, the revised Solicitation/Recommendation Statement in the amendment to the Schedule 14D-9 and other documents filed by Cox Radio with the SEC in connection with the tender offer may be obtained from Cox Radio free of charge by directing a request to the individuals listed below.

Contact: Analysts and Investors Charles Odom Chief Financial Officer Cox Radio, Inc. 678-645-4315 Analysts, Investors, Press or Media Chris Plunkett Brainerd Communicators, Inc. 212-986-6667 plunkett@braincomm.com

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

Presentation to the Special Committee

April 1, 2009

Strictly Private & Confidential

PROJECT FAIRWAY

Exhibit (a)(5)(K)

G

LEACHER

PARTNERS

GLEACHER

PARTNERS

Disclaimer

PROJECT FAIRWAY

The following discussion materials are highly confidential and constitute privileged information.  These materials are intended only for the

Directors of the Special Committee (the “Special Committee”) of the Board of Directors of Cox Radio, Inc. (“Cox Radio” or the “Company”),

in evaluating the proposed transaction described herein involving Cox Media Group, Inc. (“Media”), a wholly owned subsidiary of Cox

Enterprises, Inc. (“Enterprises”) and Cox Radio and were not prepared with a view to public disclosure or to conform with any disclosure

standards under applicable securities laws or otherwise. These materials may not be copied, reproduced, distributed or shared with any

other persons for any reason without the explicit written permission of Gleacher Partners LLC (“Gleacher”), except as required by law.

These materials are not intended to provide the sole basis for evaluating the proposed transaction with Cox Radio, do not purport to

contain all information that may be required for any such evaluation and should not be considered a recommendation with respect to any

transaction.  In addition, these materials are not complete without the accompanying oral discussion.  No single analysis contained herein

can be deemed more or less important than any other analysis and these analyses must be considered, in their totality, with the oral

discussion.

These materials have been prepared by relying, with Cox Radio’s agreement, on information provided by or otherwise made available to us

by Cox Radio and public sources and through discussions with members of Cox Radio senior management concerning the business and

financial condition, earnings, cash flow, assets, liabilities and prospects of Cox Radio as a whole.  In particular, financial projections have

been based upon management’s current best estimates on the Company’s future operating performance.

We have assumed and relied on the accuracy and completeness of all such information and on the reasonable preparation, based on the

best currently available information, of any assumptions or forecasts, in each case supplied or otherwise made available to us by Cox

Radio.  Neither Gleacher nor any of its officers, directors, employees, affiliates, advisors, agents or representatives represents or warrants

the accuracy or completeness of any of the material set forth herein, and, in particular, no representation or warranty is or can be made as

to the accuracy and achievability of any such projections or estimates.

We have not assumed responsibility for independently verifying any such information nor undertaken an independent evaluation or

appraisal of the assets or liabilities, contingent or otherwise, of Cox Radio or any other entity.

G

LEACHER

PARTNERS

Table of Contents

PROJECT FAIRWAY

Section

Page

I.

Transaction Overview

Introduction

.............................................................................................................

1

Summary of Key

Terms

..........................................................................................

2

Purchase Price Summary

.......................................................................................

3

II.

Valuation

Analysis

Methodology Overview

............................................................................................

4

Historical Trading Analysis

.....................................................................................

5

LTM Share Price Performance

...............................................................................

6

Cox Radio Financial Overview................................................................................

7

Selected Public

Company Analysis.........................................................................

8

Minority Interest Premiums Paid

Analysis..............................................................

10

Discounted Cash Flow Analysis..............................................................................

11

Financial Covenant Analysis...................................................................................

12

Appendix

A.

Selected Public Company

Analysis –

Company Descriptions

................................

13

B.

Minority Interest Premiums Paid

Analysis..............................................................

15

C.

Discounted Cash Flow Analysis

..............................................................................

16

D.

Weighted Average Cost of Capital (“WACC”)

Analysis...........................................

17

E.

Financial Covenant Analysis....................................................................................

18

-

1

-

PROJECT FAIRWAY

Transaction Overview

This presentation summarizes the financial and other analyses conducted by Gleacher Partners LLC (“Gleacher”), pertaining to a proposed

acquisition

(the

“Acquisition”)

of

Cox

Radio,

Inc.’s

(“Cox

Radio”

or

the

“Company”)

outstanding

shares

of

Class

A

Common

Stock

by Cox

Media Group, Inc. (“Cox Media”) that Cox Media does not already own, in accordance with the Tender Offer followed by a Short-Form

Merger

The Directors of Cox Radio’s Special Committee of the Board of Directors of Cox Radio have asked for Gleacher’s opinion as to whether

the consideration to be received by the Company’s Class A Common Stockholders, other than affiliates of Cox Enterprises, pursuant to the

Tender Offer followed by a Short-Form Merger is fair, from a financial point of view, to such shareholders

In rendering our opinion, we reviewed materials, conducted analyses and made assumptions as more fully described in the Gleacher

opinion letter to be provided separately

Introduction

GLEACHER

PARTNERS

-

2

-

PROJECT FAIRWAY

Transaction Overview

Summary of Key Terms

Offer Price Per Share

Total Purchase Price

of Equity

(1)

Form of Transaction

Form of

Consideration

Proposed Financing

Other Material Terms

/ Conditions

•

The Tender

Offer

will

remain

open

until

12:00

midnight,

New

York

City

time,

on

April

17,

2009

unless

extended by Cox Media and Cox Enterprises

•

Majority

of

Class

A

Common

Stock

not

already

owned

by

Cox

Media,

Cox

Enterprises

or

their

respective

affiliates

or

the

directors

and

executive

officers

of

Cox

Radio,

Cox

Media

and

Cox

Enterprises

are

tendered

(not waivable)

•

No Material Adverse Change

•

90% tender condition

•

No order or decree enjoining the consummation of the offer

(1) 

As of 03/17/09 from management report dated 03/19/09, Class A unrestricted Common Stock outstanding of 20,335,790.  16,743,836 Class A Common Stock are not already

beneficially

owned

by

Cox

Enterprises

(3,591,954

shares

owned

by

Cox

Enterprises),

resulting

in

a

total

equity

purchase

price

of

$63.6

million.

Calculation

excludes

414,874

restricted shares outstanding as of 03/17/09.

•

Available cash and existing Cox Enterprises revolver capacity

•

Tender Offer for all outstanding shares of Class A Common Stock (not owned by Cox Media and Cox

Enterprises) followed by a Short-Form Merger at the same price

•

All cash

•

$63.6 million

•

$3.80

GLEACHER

PARTNERS

-

3

-

PROJECT FAIRWAY

2008A

2009E

Revenue

$410

$354

EBITDA

132

82

EV / Revenue

1.69x

1.96x

EV / EBITDA

5.3

8.5

2008A

2009E

Revenue

$410

$342

EBITDA

132

69

EV / Revenue

1.69x

2.03x

EV / EBITDA

5.3

10.1

Offer Price Per Share

$3.80

52-Week High (05/15/08)

13.05

52-Week Low (03/10/09)

3.01

Premium / (Discount) to Pre-Announcement Prices

1-Day

15.2%

1-Week

16.9%

4-Weeks

(24.9%)

Common Shares Outstanding

79.1

Restricted Stock and Options

0.4

Fully Diluted Shares

79.5

Fully Diluted Equity Value

$302

Plus: Net Debt

393

Aggregate Value

$695

(4)

Transaction Overview

Purchase Price Summary

($ in Millions, Except per Share, Shares in Millions)

(1)

Source: Bloomberg.  High and low prices per share taken at the end of day closing market prices.

(2)

1-day, 1-week and 4-weeks premium / (discount) calculated using end of day closing market prices from Bloomberg as of 03/20/09, 03/16/09 and 02/23/09, respectively. 

(3)

Consists of 20,335,790 Class A unrestricted Common Shares and 58,733,016 Class B Common Shares.

(4)

If the Short-Form Merger is completed, restricted stock will vest and be eligible for tender at $3.80 per share. As of 03/17/09, there were 414,874 restricted shares outstanding. It is

unlikely that the options would vest as there are 5.0 million options outstanding at a weighted average strike price of $22.31.

(5)

Cash and debt figures from Cox Radio balance sheet as of 02/28/09. Net debt consists of $390.1 million in debt and ($2.5) million in cash and cash equivalents.

(6)

Management Case estimates from the forecast dated 03/06/09 reflecting actual February 2009 results, hereinafter referred to as the February Forecast.

(7)

Market Case estimates from IBES 03/27/09.

Purchase Price Summary

Transaction Statistics –

Management Case

(6)

Transaction Statistics –

Market Case

(7)

(5)

(1)

(1)

(3)

(2)

(2)

(2)

GLEACHER

PARTNERS

-

4

-

PROJECT FAIRWAY

Valuation Analysis

Methodology Overview

Discounted Cash

Flow Analysis

Gleacher has performed a number of analyses to assess the fairness, from a financial point of view, to Cox

Radio Shareholders of the consideration to be paid under the terms of the proposed Acquisition.

(1)

(1) 

Gleacher notes that the preparation of a fairness opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description.  The analyses must            

be considered as a whole and selecting portions of Gleacher’s analyses, without considering all analyses, would create an incomplete view of the process underlying its opinion.

Financial Covenant

Analysis

A theoretical analysis of the present aggregate value of the projected free cash flows of Cox Radio based on the 

projections provided to Gleacher by Cox Radio management

An analysis of the future cash flows of Cox Radio based on projections provided by Cox Radio’s management

and the potential impact of those future cash flows on Cox Radio’s financial debt covenants

An analysis of premiums paid for minority interests in cash transactions in the US during the last five years

Premiums Paid

Analysis

An analysis

of

the

premium

paid

by

Cox

Media

for

Cox

Radio

based

on

Cox

Radio’s

historical

share

prices

Historical Trading

Analysis

An analysis of the current trading multiples of selected publicly traded companies that Gleacher deemed relevant

and a comparison of those trading multiples to the implied multiples of the Acquisition

Selected Public

Company Analysis

-

5

-

PROJECT FAIRWAY

Cox Radio

Offer Price

Date

Share Price

Prem. / (Disc.)

Offer Price Per Share

03/23/09

$3.80

-

Closing Price Prior to Offer

03/20/09

3.30

15.2%

1-Week

03/16/09

3.25

16.9%

2-Weeks

03/09/09

3.05

24.6%

4-Weeks

02/23/09

5.06

(24.9%)

1 Month Average

-

4.07

(6.5%)

3 Month Average

-

5.08

(25.2%)

6 Month Average

-

5.88

(35.4%)

52-Week High

05/15/08

13.05

(70.9%)

52-Week Low

03/10/09

3.01

26.2%

52-Week Average

-

8.75

(56.6%)

Valuation Analysis

Historical Trading Analysis

(1)

(1)

Source: End of day closing market price from Bloomberg. 

(2)

1-week, 2-weeks and 4-weeks prior premiums calculated as of end of day closing market price’s from Bloomberg as of 03/16/09, 03/09/09 and 02/23/09, respectively.

Historical Trading Analysis

(2)

(2)

(2)

GLEACHER

PARTNERS

-

6

-

PROJECT FAIRWAY

(100%)

(80%)

(60%)

(40%)

(20%)

0%

20%

03/27/08

06/27/08

09/27/08

12/27/08

03/27/09

S&P 500

Radio Broadcasting Index

Cox Radio

Valuation Analysis

LTM Share Price Performance

(1)

(1) 

Source: Capital IQ as of 03/27/09.

(2) 

See page

9

for

list

of

selected

public

companies

included

in

the

Radio

Broadcasting

Index.

Cox Radio LTM High (05/15/08)

Price

$13.05

Offer Prem. (Disc.)

(70.9%)

Cox Radio LTM Low (03/10/09)

Price

$3.01

Offer Prem. (Disc.)

26.2%

(85.7%)

(66.8%)

(38.5%)

(2)

-

7

-

PROJECT FAIRWAY

Market Estimates

(6)

Revenue

$354

$352

Growth

(13.6%)

(0.7%)

EBITDA

$82

$80

Margin

23.1%

22.7%

Fiscal Year Ended December 31,

2003A

2004A

2005A

2006A

2007A

2008A

2009E

2010E

Revenue

$426

$438

$438

$441

$445

$410

$342

$350

Growth

1.3%

2.9%

(0.1%)

0.6%

1.0%

(7.8%)

(16.7%)

2.5%

Operating Cash Flow

$151

$159

$165

$167

$160

$128

$74

$76

Margin

35.5%

36.3%

37.8%

37.8%

36.1%

31.1%

21.6%

21.8%

EBITDA

$151

$159

$162

$162

$154

$132

$69

$69

Margin

35.5%

36.2%

37.1%

36.8%

34.6%

32.1%

20.2%

19.6%

EBIT

$139

$147

$151

$151

$143

$121

$58

$58

Margin

32.7%

33.5%

34.5%

34.2%

32.1%

29.6%

17.1%

16.5%

EBITDA – Capex

$141

$150

$151

$150

$144

$124

$62

$51

Valuation Analysis

Cox Radio Financial Overview

($ in Millions)

(1)

Source: Company filings and Management Projections.

(2)

Operating Cash Flow = EBITDA + Long-Term Incentive Plan Expense.

(3)

2009 estimates from February Forecast.

(4)

2010E Operating Cash Flow projection uses 2009E as a base year and applies a 3.5% growth rate, which was determined after our 03/27/09 discussions with management. D&A,

Long-Term

Incentive

Plan

(“LTIP”)

and

CapEx

are

the

dollar

amounts

from

October

2008

Long

Range Plan. 

(5)

In 2008, Operating Cash Flow was less than EBITDA due to the reversal of previously expensed performance units.

(6)

Market estimates from IBES as of 03/27/09.

(2)

Historical and Management’s Projected Financials

(3)

(4)

(5)

(1)

-

8

-

PROJECT FAIRWAY

Valuation Analysis

Selected Public Company Analysis

Summary of Selected Public Company Analysis

(1)

Source:

Company

filings,

Bloomberg,

Secondary

Market

Intelligence

and

Wall

Street

Research.

All

figures

adjusted

for

unusual

/

non-recurring

items

and

calendarized

to

December

FYE for comparative purposes.  Projections from IBES and from Wall Street Research when IBES estimates were unavailable. Market statistics as of 03/27/09.

(2)

Market

value

of

debt

defined

as

book

value

of

debt

multiplied

by

most

recent

trading

price

for

each

tranche

of

traded

debt.

Bond

prices

from

Bloomberg

and

bank

debt

prices

from

Secondary

Market

Intelligence.

For

unpriced

tranches

of

debt,

estimated

market

value

is

equal

to

the

average

closing

price

of

the

available

publicly

quoted

debt

prices

of

the

selected

public

company

universe.

Cox

Radio

debt

assumed

to

be

priced

at

par.

(2)

Book Value of Debt

Market Value of Debt

EV / Revenue

EV / EBITDA

EV / Revenue

EV / EBITDA

2008A

2009E

2008A

2009E

2008A

2009E

2008A

2009E

Mean

1.86x

2.11x

7.1x

9.1x

0.83x

0.94x

3.1x

3.9x

Median

1.99

2.18

7.1

9.2

0.88

1.02

3.0

4.0

High

2.43

2.62

9.2

16.5

1.31

1.40

4.5

8.6

Low

1.02

1.11

4.3

5.0

0.46

0.50

1.9

2.2

Cox Radio @ Offer Price –

Management Est.

1.69x

2.03x

5.3x

10.1x

1.69x

2.03x

5.3x

10.1x

Cox Radio @ Offer Price –

Market Est.

1.69

1.96

5.3

8.5

1.69

1.96

5.3

8.5

(1)

-

9

-

PROJECT FAIRWAY

Source: Company filings, Bloomberg, Secondary Market Intelligence and Wall Street Research.  All figures adjusted for unusual / non-recurring items and calendarized to 

December FYE for comparative purposes.  Projections from IBES and from Wall Street Research when IBES estimates were unavailable.  Market statistics as of 03/27/09.

Market value of debt defined as book value of debt multiplied by most recent trading price for each tranche of traded debt.  Bond prices from Bloomberg and bank debt prices from 

Secondary Market Intelligence.  For unpriced tranches of debt, estimated market value is equal to the average closing price of the available publicly quoted debt prices of the 

selected public company universe.  Cox Radio’s debt assumed to be priced at par.

There are no public quotes for Beasley Broadcasting specific debt. Estimated market value is equal to the book value of debt multiplied by the average closing price of the available 

publicly quoted debt prices of the selected public company universe.

Market value of debt statistics for Emmis includes $143.8 million of preferred shares priced to trading as of 03/27/09 ($1.50 per $100 face value). 

Beasley Broadcast EV / EBITDA multiples excluded from 2008A and 2009E mean and median calculations.

Cox Radio Equity Value calculated using share price equal to Offer Price of $3.80 per share. Fully diluted share amount for selected public company analysis includes dilution of 

restricted stock that would vest if the transaction were completed. 

Book Value of Debt

Market Value of Debt

Sh. Price

Equity

Ent.

EV / Revenue

EV / EBITDA

Ent.

EV / Revenue

EV / EBITDA

Company

03/27/09

Value

Value

2008A

2009E

2008A

2009E

Value

2008A

2009E

2008A

2009E

Entercom Communications

$1.26

$46

$875

1.99x

2.27x

6.4x

8.6x

$423

0.96x

1.10x

3.1x

4.2x

Cumulus Media

1.07

44

687

2.21

2.61

7.8

9.6

283

0.91

1.07

3.2

3.9

Beasley Broadcast

1.90

43

214

1.76

2.18

8.3

16.5

111

0.92

1.14

4.3

8.6

Radio One

0.41

30

685

2.16

2.50

7.4

10.3

279

0.88

1.02

3.0

4.2

Citadel Broadcasting

0.06

17

2,100

2.43

2.62

8.4

9.8

745

0.86

0.93

3.0

3.5

Emmis Communications

0.46

17

576

1.67

1.89

9.2

12.3

186

0.54

0.61

3.0

4.0

Saga Communications

3.94

17

143

1.02

1.11

4.3

5.0

64

0.46

0.50

1.9

2.2

Salem Communications

0.48

11

335

1.52

1.67

6.7

8.8

141

0.64

0.70

2.8

3.7

Regent Communications

0.14

6

194

2.01

2.15

6.9

8.2

126

1.31

1.40

4.5

5.3

Mean

1.86x

2.11x

7.1x

9.1x

0.83x

0.94x

3.1x

3.9x

Median

1.99

2.18

7.1

9.2

0.88

1.02

3.0

4.0

High

2.43x

2.62x

9.2x

16.5x

1.31x

1.40x

4.5x

8.6x

Low

1.02

1.11

4.3

5.0

0.46

0.50

1.9

2.2

Cox Radio (Mgmt. Estimates)

$3.80

$302

$695

1.69x

2.03x

5.3x

10.1x

1.69x

2.03x

5.3x

10.1x

Cox Radio (Market Estimates)

3.80

302

695

1.69

1.96

5.3

8.5

1.69

1.96

5.3

8.5

Valuation Analysis

Selected Public Company Analysis (Cont.)

($ in Millions, Except Per Share)

Selected Public Company Analysis

(5)

(2)

(6)

(6)

(5)

(4)

(3)

(1)

(1)

(2)

(3)

(4)

(5)

(6)

GLEACHER

PARTNERS

-

10

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PROJECT FAIRWAY

Valuation Analysis

Minority Interest Premiums Paid Analysis

(1)

(1)

See page 15 for details.

(2)

Premium

calculated

using

the

initial

offer

price

and

the

one

day

and

four

weeks

prior

to

the

initial

offer.

(3)

Premium calculated using the final offer price and the one day and four weeks prior to the initial offer.

(4)

Cox Radio at Offer Price of $3.80 per share.

Representative

Final

Offer

Premiums

(3)

Transaction Analysis

Examined 15 minority interest transactions that occurred since

01/01/04

Transactions include a variety of situations including where:

–

Special Committees were formed (13) and were not formed

(2)

–

Approval from the Special Committee was required as a

condition of closing (9) and was not required for the

transaction to close (6)

–

The Special Committee recommended the offer (9) and

rejected the offer (3). In the other cases (3), the Special

Committee was not formed or has recently been formed and

hence no response was or has been made

–

Transactions were completed (10), cancelled (4) and pending

(1)

Representative

Initial

Offer

Premiums

(2)

Cox Radio

15%

(25%)

(4)

Initial Offer Premium (Discount) to Prior

1-Day

4-Weeks

Mean

26%

30%

Median

16%

12%

High

95%

147%

Low

6%

(1%)

Final Offer Premium (Discount) to Prior

1-Day

4-Weeks

Mean

36%

39%

Median

32%

26%

High

95%

147%

Low

7%

7%

GLEACHER

PARTNERS

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11

-

PROJECT FAIRWAY

Valuation Analysis

Discounted Cash Flow Analysis

(1)

(1)

Full analysis shown in Appendix on pages 16 and 17.

(2)

2009 estimates for D&A, Capital Expenditure, Signal Upgrade Costs, Long-Term Incentive Plans (“LTIP”) and change in Working Capital from the February Forecast.

(3)

Debt stated at par value.

(4)

Cox Communication’s $500 million 5.5% Senior Unsecured Notes due 10/01/15 have a yield to maturity of 7.849% as of 03/27/09.

Assumptions

Implied Price Per Share

2009E Operating Cash Flow based on February Forecast with

subsequent years modeled by applying growth expectations in-line

with the December 2008 Long Range Plan to 2009E operating

cash flow

D&A, Capital Expenditures, Signal Upgrade Costs, Long-Term

Incentive Plan and changes in Working Capital are the dollar

values

from

December

2008

Long

Range

Plan

(2)

Taxes are calculated by applying effective tax rate as per October

2008 Long Range Plan and adding back the net deferred taxes as

per Company management

Analysis assumes 03/31/09 valuation date and $392.5 million of

net

debt

consisting

of

$390.1

million

in

debt

and

($2.5)

million

in

cash

and

cash

equivalents

as

of

02/28/09

balance

sheet

(3)

Free cash flows calculated from 03/31/09 to 12/31/13 and then

terminal value calculation is applied thereafter

Analysis assumes a range of 1.0% to 3.0% growth rate for the

perpetuity growth method

Analysis uses a range of WACC values between 9.0% to 12.0%

Analysis

assumes

8.0%

pretax

cost

of

debt

(4)

WACC

9.0%

10.0%

11.0%

12.0%

1.0%

$2.59

$1.81

$1.19

$0.67

2.0%

3.33

2.37

1.62

1.01

3.0%

4.32

3.09

2.16

1.43

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PARTNERS

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12

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PROJECT FAIRWAY

Valuation Analysis

Financial Covenant Analysis

(1)

($ in Millions)

(1) 

Source: Historical figures from Cox Radio filings and estimates as per Cox Radio’s management Free Cash Flow and Debt Ratio Analysis from February 2009 Forecast.

(2) 

Operating Cash Flow calculated as EBITDA less unusual / one-time charges and plus Long-Term Incentive Plan (“LTIP”) expenses.

(3) 

Headroom defined as LTM Operating Cash Flow less Minimum Operating Cash Flow to maintain covenant compliance depending on the level of debt leverage from the

corresponding period.

(4) 

Leverage ratio calculated as Net Debt / Operating Cash Flow.  Cox Radio is also subject to a minimum coverage ratio of EBITDA / Interest Expense of 2.0x. There is significant

headroom under this covenant due to Cox Radio’s interest rate of L + 62.5 basis points.  As of 12/31/08, the coverage ratio was 9.1x.

$153

$145

$128

$107

$90

$79

$74

$32

$37

$35

$24

$11

$20

$24

$19

$159

0

50

100

150

$200

1Q08A

2Q08A

3Q08A

4Q08A

1Q09E

2Q09E

3Q09E

4Q09E

Historical and Projected Operating Cash Flow

(2)

2.31x

2.84x

3.13x

3.65x

4.93x

4.63x

4.28x

2.13x

0.0

1.5

3.0

4.5

6.0x

1Q08A

2Q08A

3Q08A

4Q08A

1Q09E

2Q09E

3Q09E

4Q09E

Historical and Projected Leverage Ratio

(4)

LTM Operating Cash Flow

Quarterly Operating Cash Flow

Headroom

(3)

:

$91

$82

$63

$48

$29

$13

$6

$1

Total Leverage Covenant Maximum: 5.0x

Net Debt:

$339

$353

$413

$399

$391

$386

$367

$366

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13

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PROJECT FAIRWAY

Appendix

Selected Public Company Analysis –

Company Descriptions

(1)

Company

Description

Beasley Broadcast Group, Inc.

Beasley Broadcast Group, Inc. engages in acquiring, developing and operating radio stations in the US. It broadcasts

programming and promotional content. The Company also sells commercial advertising airtime. Beasley Broadcast

Group owns and operates 44 radio stations primarily on the East Coast. The Company was founded in 1961 and is

based in Naples, Florida.

Citadel Broadcasting Corporation

Citadel Broadcasting Corporation operates as a radio broadcasting company in the US. The Company owns and

operates 165 FM and 58 AM radio stations in 50 markets located in 27 states and the District of Columbia. It produces

and distributes various programs and formats to affiliates, including syndicated talk and music programs. The Company

was founded in 1984 and is based in Las Vegas, Nevada.

Cumulus Media, Inc.

Cumulus Media, Inc., a radio broadcasting company, engages in the acquisition, operation and development of

commercial radio stations in mid-size radio markets in the US. The Company, through its investment in Cumulus Media

Partners, LLC, also operates radio station clusters serving large-sized markets. As of December 31, 2008, it owned and

operated 315 radio stations in 59 mid-sized media markets in the US and 32 radio stations in 9 markets, including San

Francisco, Dallas, Houston and Atlanta. The Company was founded in 1997 and is based in Atlanta, Georgia.

Emmis Communications Corp.

Emmis Communications Corporation operates as a radio broadcasting company in the US. The Company also

operates an international radio business with stations in Belgium, Slovakia, Hungary and Bulgaria. In addition, it

publishes various city and regional magazines and engages in various businesses, such as Web site design and

development, consulting and broadcast tower leasing, as well as operating a news information radio network in Indiana.

Emmis owns and operates 7 FM radio stations in New York, Los Angeles and Chicago; and 14 FM and 2 AM radio

stations in St. Louis, Austin, Indianapolis and Terre Haute, Indiana. Emmis Communications Corporation was founded

in 1981 and is based in Indianapolis, Indiana.

Entercom Communications Corp. 

Entercom Communications Corp., a radio broadcasting company, engages in the acquisition, development and

operation of radio stations in the US. The Company’s stations provide various programming formats, such as news,

talk, classic rock, adult contemporary, alternative, oldies and jazz. As of February 11, 2009, it operated a portfolio of

110 radio stations in 23 markets, including San Francisco, Boston, Seattle, Denver, Portland, Sacramento and Kansas

City. The Company was founded in 1968 and is based in Bala Cynwyd, Pennsylvania.

(1) 

Source: Capital IQ.

GLEACHER

PARTNERS

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14

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PROJECT FAIRWAY

Appendix

Selected Public Company Analysis –

Company Descriptions (Cont.)

(1)

Company

Description

Radio One, Inc.

Radio One, Inc. operates as a radio broadcasting company, primarily targeting the African-American and urban

listeners, in the US. The Company also engages in the acquisition and investment of other media properties. As of

December 31, 2008, it owned and operated 53 radio stations located in 16 urban markets in the US. In addition, the

Company owns interests in TV One, a cable television network targeted primarily towards African-Americans; Reach

Media, which operates the Tom Joyner Morning Show and related businesses; Giant Magazine, an urban-themed

music and lifestyle magazine; and Community Connect Inc., which operates as an online social networking company

targeted at African-Americans. The Company was founded in 1980 and is based in Lanham, Maryland.

Regent Communications, Inc.

Regent Communications, Inc., a radio broadcasting company, engages in the acquisition, development and operation

of radio stations in mid-sized markets in the US. It sells local, regional and national advertising for broadcast on radio

stations. The Company owns 49 FM and 13 AM radio stations in 13 markets. The Company was founded in 1996 and

is based in Cincinnati, Ohio.

Saga Communications Inc.

Saga Communications, Inc., a broadcast company, engages in the acquisition, development and operation of radio and

television stations in the US. Its radio stations offer various programming formats, including classic hits, adult

contemporary, classic rock, news/talk, country and classical. The Company’s television stations comprise CBS, ABC,

Fox, Univision, NBC, MYTV and Telemundo affiliates. Saga Communications also develops local programming,

including a local news franchise in its television markets. The Company owns and operates 91 radio stations, 5

television stations, 4 low-power television stations and 5 radio information networks serving 26 markets. Saga

Communications was founded in 1986 and is headquartered in Grosse Pointe Farms, Michigan.

Salem Communications Corporation

Salem Communications Corporation operates as a commercial radio broadcasting company in the US. It owns and

operates a variety of Christian radio stations in metropolitan markets. It also owns and operates a national radio

network that syndicates music, news and talk to approximately 2,000 affiliated radio stations. In addition, the Company

provides online Christian content and streaming, as well as publishes Christian magazines and books targeting the

Christian audience. Further, it contracts with individual radio stations to sell air time to national advertisers. As of

December 31, 2008, the Company owned and operated 93 radio stations consisting of 27 FM stations and 66 AM

stations. Salem Communications Corporation was founded in 1986 and is headquartered in Camarillo, California.

‘

(1) 

Source: Capital IQ.

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15

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PROJECT FAIRWAY

Appendix

Minority Interest Premiums Paid Analysis

(1)

Representative Premiums Paid

(5)

(6)

(2)

(3)

(3)

Final Offer

Special Committee

% Owned

Offer per Share

Premium to Prior

Approval

Ann. Date

Status

Target

Acquiror

Prior to Offer

Initial

Final

1-Day

4-Week

Formed

Response

Required

03/25/09

Pend.

Hearst-Argyle Television

Hearst Corp.

82%

$4.00

NA

91%

144%

Yes

NA

No

10/22/08

Canc.

Buckeye GP Holdings

ArcLight

and Kelso & Co.

62%

17.00

17.50

22%

14%

Yes

Rejected

Yes

03/10/08

Compl.

Nationwide Financial Services

Nationwide

67%

47.20

52.25

38%

29%

Yes

Approved

Yes

10/23/07

Compl.

Waste Industries USA

Mgmt., Macquarie & GS

51%

36.75

38.00

33%

31%

Yes

Approved

Yes

08/24/07

Canc.

Hearst-Argyle Television

Hearst Corp.

73%

23.50

23.50

15%

12%

Yes

Rejected

No

07/18/07

Compl.

Alfa Corp.

The Mutual Group

55%

17.60

22.00

45%

36%

Yes

Approved

Yes

02/23/07

Compl.

Great American Financial Res.

American Financial Group

81%

23.50

24.50

13%

11%

Yes

Approved

Yes

10/09/06

Compl.

NetRatings

VNU Group BV

60%

16.00

21.00

44%

46%

Yes

Approved

Yes

03/17/06

Compl.

William Lyon Homes

General William Lyon

72%

93.00

109.00

44%

27%

Yes

Approved

No

03/21/06

Compl.

Erie Family Life Insurance Co.

Erie Indemnity

75%

32.00

32.00

7%

21%

No

NA

No

09/01/05

Compl.

7-Eleven, Inc.

Seven-Eleven Japan Co.

73%

32.50

37.50

32%

14%

Yes

Approved

No

04/27/05

Canc.

William Lyon Homes

General William Lyon

75%

82.00

82.00

9%

7%

Yes

Rejected

Yes

04/14/05

Compl.

Rubicon Medical Corp.

Boston Scientific

54%

2.94

2.94

95%

147%

No

NA

No

08/02/04

Compl.

Cox Communications

Cox Enterprises

62%

32.00

34.75

26%

25%

Yes

Approved

Yes

02/20/04

Canc.

Johnson Outdoors

The Johnson Family

53%

18.00

20.10

19%

26%

Yes

Approved

Yes

Mean

66%

36%

39%

Median

67%

32%

26%

High

82%

95%

147%

Low

51%

7%

7%

(4)

Source: Company filings. Criteria includes US-based targets in minority transaction deals (tender offers and mergers) since 01/01/04. Consideration paid in all cash. Also

excludes deals whereby a third party acquires a majority shareholding from a current majority shareholder that triggers an immediate tender offer for the minority shares.

Excludes the acquisition of Eon Labs by Novartis and the acquisition of Genencor by Danisco due to a third party acquiring a significant stake prior to launching a tender offer.

Responses marked “NA” when the Special Committee was not formed or has recently been formed and hence no response was or has been given.

Figures represent initial offer to prior 1-day and 4-week closing prices. Included for comparative purposes. 

All of the Erie Family Life Insurance Directors were deemed non-independent and hence no Special Committee was formed.

Boston Scientific exercised its option to acquire 50% of the outstanding stock from company management which triggered a mandatory offer for the remaining shares.

The Johnson Outdoors tender offer required the affirmative vote of two-thirds of the Class A votes not held by members of the Johnson Family. 

(1)

(2)

(3)

(4)

(5)

(6)

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16

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PROJECT FAIRWAY

Terminal Year (2013E) Free Cash Flow

$45.4

Terminal Value (2.0% Terminal Growth)

578.7

Value of Future Deferred Taxes

18.9

Total Value

$597.6

Discount Period

4.75

Discount Rate (WACC =  10.0%)

0.64

Discounted Terminal Value

$380.0

Enterprise Value

$579.8

Less: Net Debt

(392.5)

Equity Value

$187.3

Shares Outstanding

79.1

Implied Value Per Share

$2.37

2009E

2010E

2011E

2012E

2013E

Operating Cash Flow

$55.2

$76.2

$78.8

$81.6

$84.9

Less: LTIP

(3.4)

(7.6)

(10.0)

(12.4)

(14.7)

EBITDA

$51.8

$68.5

$68.9

$69.2

$70.2

Less: D&A

(8.0)

(10.9)

(11.3)

(11.5)

(11.8)

EBIT

$43.8

$57.7

$57.6

$57.8

$58.4

Less: Taxes

(17.5)

(23.4)

(23.4)

(23.5)

(23.8)

Tax-Effected EBIT

$26.3

$34.3

$34.2

$34.3

$34.6

Plus: D&A

8.0

10.9

11.3

11.5

11.8

Plus: Deferred Taxes

16.2

21.3

20.8

19.5

17.0

Plus: LTIP

3.4

7.6

10.0

12.4

14.7

Less: Capex

(5.1)

(17.7)

(17.7)

(15.1)

(14.4)

Less: Signal Upgrade Costs

(13.4)

(10.1)

(10.1)

0.0

0.0

Less: Inc. in WC

0.0

(0.7)

(0.8)

(1.1)

(1.2)

Free Cash Flow

$35.5

$45.6

$47.6

$61.5

$62.3

Discount Period

0.375

1.250

2.250

3.250

4.250

Discount Rate (WACC =  10.0%)

0.965

0.888

0.807

0.734

0.667

Discounted Free Cash Flow

$34.2

$40.4

$38.4

$45.1

$41.6

Present Value of Free Cash Flows

$199.8

Appendix

Discounted Cash Flow Analysis                

($ in Millions, Except Per Share, Shares in Millions)

Free Cash Flow Valuation

Terminal Value –

Perpetual Growth

(1)

2009 estimates from February Forecast.  2010E-2013E Operating Cash Flows use 2009E as a base year and grow Operating Cash Flows by 3.5%, 3.5%, 3.5% and 4.0%,

respectively. D&A, LTIP, CapEx, Signal Upgrade Costs and increase in Working Capital (“WC”) are the dollar amounts from the October 2008 Long Range Plan except where

noted. Taxes calculated off EBIT using rates given in the October 2008 Long Range Plan. Deferred Taxes are the dollar amount from the October 2008 Long Range Plan. 

Valuation as of 03/31/09.

(2)

2009E includes 9 months of 2009E by multiplying full-year 2009 projections by 0.75.

(3)

From

discussions

with

management,

Signal

Upgrade

Costs

scheduled

for

2010E

in

the

October

Long

Range

Plan

likely

to

be

spread

equally

over

2010E

and

2011E.

(4)

Terminal Year Free Cash Flow for terminal value calculation excludes Deferred Taxes. The value of Deferred Taxes after 2013 is valued separately.

(5)

Value of Future Deferred Taxes refers to present value as of 12/31/13 of Deferred Taxes after 2013. Value of Future Deferred Taxes calculated using Cox Radio’s Summary of

Deferred Taxes as of 12/31/08 less offsets determined from 03/30/09 discussions with management.

(2)

(3)

(4)

(5)

(1)

GLEACHER

PARTNERS

-

17

-

PROJECT FAIRWAY

Appendix

Weighted Average Cost of Capital (“WACC”) Analysis

WACC Analysis

WACC Sensitivity Analysis

Asset Beta

0.80

0.90

1.00

1.10

1.20

6.0%

9.2%

9.7%

10.3%

10.8%

11.4%

7.0%

9.4%

10.0%

10.5%

11.1%

11.6%

8.0%

9.7%

10.2%

10.8%

11.3%

11.9%

9.0%

9.9%

10.5%

11.0%

11.6%

12.1%

10.0%

10.2%

10.7%

11.3%

11.8%

12.4%

WACC

10.8%

Asset Beta

(1)

1.00

Target Equity Percentage

(2)

60.0%

Target Debt Percentage

40.0%

Relevered

Equity Beta

(3)

1.41

Market Risk Premium

(4)

6.5%

Risk Free Rate

(5)

2.8%

Size Premium

(6)

2.7%

Expected Cost of Equity

14.7%

Expected Cost of Debt

(7)

8.0%

Due to the highly leveraged capital structure of the peer group, the unlevered asset Betas are near zero and thus not relevant for this WACC analysis. Bloomberg’s calculation

of Cox Radio’s raw equity beta is 0.832.  Bond & Pecaro’s “Fair Market Valuation of Cox Radio, Inc. As Of December 31, 2008” uses an unlevered asset beta of 1.23.  

Gleacher estimate for the capital structure of Cox Radio under normal market conditions.

Relevered Equity Beta based on Gleacher estimate for capital structure of Cox Radio under normal market conditions.

The long-horizon expected Equity Risk Premium. Source: "Stocks, Bonds, Bills and Inflation," Ibbotson Associates 2009.

The yield on the 10-year U.S. Government Separate Trading of Registered Interest and Principal Securities (STRIPS) on 03/27/09.  Source: U.S. Treasury.

Size premium for companies in the ninth decile of market capitalization ($218 million – $453 million). Source: "Stocks, Bonds, Bills and Inflation," Ibbotson Associates 2009.

Cox Communication’s $500 million 5.5% Senior Unsecured Notes due 10/01/15 have a yield to maturity of 7.849% as of 03/27/09.

(1)

(2)

(3)

(4)

(5)

(6)

(7)

GLEACHER

PARTNERS

-

18

-

PROJECT FAIRWAY

2008A

2009E

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Quarterly Revenue

$98

$108

$105

$99

$75

$88

$90

$89

Growth

(14.5%)

10.7%

(3.1%)

(5.3%)

(24.7%)

17.4%

2.7%

(1.8%)

Quarterly OCF

$32

$37

$35

$24

$11

$20

$24

$19

Margin

32.2%

34.2%

33.2%

24.5%

14.9%

22.6%

26.5%

21.9%

Quarterly EBITDA

$28

$41

$33

$30

$10

$19

$23

$18

Margin

28.5%

38.0%

31.6%

29.9%

13.4%

21.3%

25.3%

20.6%

Net Debt

Total Debt

$340

$355

$415

$400

-

-

-

-

Cash

1

2

2

1

-

-

-

-

Net Debt

$339

$353

$413

$399

$391

$386

$367

$366

Leverage Ratio

2.13x

2.31x

2.84x

3.13x

3.65x

4.28x

4.63x

4.93x

LTM OCF

$159

$153

$145

$128

$107

$90

$79

$74

Min. Req. OCF

68

71

83

80

78

77

73

73

Headroom

$91

$82

$63

$48

$29

$13

$6

$1

Appendix

Financial Covenant Analysis

(1)

($ in Millions)

(1) 

Source: Historical figures from Cox Radio filings and estimates as per Cox Radio’s management Free Cash Flow and Debt Ratio Analysis from February 2009 Forecast.

(2) 

Operating Cash Flow calculated as EBITDA less unusual / one-time charges and plus Long-Term Incentive Plan (“LTIP”) expenses.

(3) 

Quarterly

LTIP

expense

not

detailed

in

management

projections.

Quarterly

LTIP

expense

assumed

to

be

annual

LTIP

expense

divided

by

4.

(4) 

Leverage

ratio

calculated

as

Total

Debt

/

Operating

Cash

Flow.

Cox

Radio

is

also

subject

to

a

minimum

coverage

ratio

of

EBITDA

/

Interest

Expense

of

2.0x.

There

is

significant

headroom under this covenant due to Cox Radio’s interest rate of L + 62.5 basis points.  As of 12/31/08, the coverage ratio was 9.1x.

(5) 

Headroom defined as LTM Operating Cash Flow less Minimum Operating Cash Flow to maintain covenant compliance depending on the level of debt leverage from the

corresponding period.

(2)

(5)

(4)

Historical and Projected Quarterly Financial Covenant Analysis

(3)

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

Exhibit (a)(5)(L)

MEMORANDUM OF UNDERSTANDING

WHEREAS, the parties to the action in the Court of Chancery of the State of Delaware (the “Delaware Court”) styled In re Cox Radio, Inc. Shareholders Litigation, Consol. C.A. No. 4461-VCP (the “Delaware Action”) have reached an agreement-in-principle providing for the settlement of the Delaware Action on the terms and subject to the conditions set forth below;

WHEREAS, following a meeting with the management of Cox Radio, Inc. (“Radio”), senior officers of Cox Enterprises, Inc. (“CEI”) and Cox Media Group, Inc. (“CMG”) discussed Radio’s adverse financial results during January 2009, the decline in Radio’s advertising and operating cash flow, and a possible leverage ratio covenant breach under Radio’s credit facility by year end, as well as cost cutting initiatives and reducing planned capital expenditures at Radio;

WHEREAS, on March 22, 2009, CEI and CMG determined to propose a transaction to Radio in which CMG (i) would make a tender offer (the “Tender Offer”) to Radio’s public stockholders to acquire at $3.80 per share all of the Class A common stock (the “Shares”) not beneficially owned by CEI; and (ii) in the event all conditions to the Tender Offer were met or waived, including the condition that as a result of the tender offer CMG would own at least 90% of Radio’s outstanding shares and the non-waivable condition that a majority of Radio’s minority stockholders tender their Shares, CMG would promptly consummate a short-form merger with Radio for the same consideration as offered in the Tender Offer (the “Merger” and, together with the Tender Offer, the “Proposed Transaction”);

WHEREAS, on March 23, 2009, CEI and CMG filed a Schedule TO with the SEC to announce and initiate the Tender Offer (together with any exhibits or amendments thereto, the “Schedule TO”);

WHEREAS, on March 27, 2009, plaintiff The George Leon Family Trust commenced a class action in the Delaware Court against CEI, CMG, Radio, Radio’s directors and Paul M. Hughes (collectively, the “Defendants”), on behalf of itself and all of Radio’s stockholders other than the Defendants, styled Leon v. Cox Radio, Inc., et al., C.A. No. 4461, alleging that Defendants had breached their fiduciary duties, including by alleging disclosure violations, in connection with the Proposed Transaction and seeking, among other things, an injunction enjoining the Proposed Transaction and rescinding any transactions contemplated by the Proposed Transaction that may be consummated (the “Leon Action”);

WHEREAS, on March 30, 2009, plaintiff Coral Springs Police Pension Fund commenced a class action in the Delaware Court against CEI, Radio, Radio’s directors and Paul M. Hughes, on behalf of itself and all of Radio’s stockholders other than the named defendants, styled Coral Springs Police Pension Fund v. Cox Radio, Inc., et al., C.A. No. 4463, alleging that the named-defendants had breached their fiduciary duties, including by alleging disclosure violations, in connection with the Proposed Transaction and seeking, among other things, an injunction enjoining the Proposed Transaction and rescinding any transactions contemplated by the Proposed Transaction that may be consummated (the “CSPPF Action”);

WHEREAS, on April 1, 2009, Radio announced the formation of a special committee of independent directors to consider the Tender Offer (the “Special Committee”) and the engagement by the Special Committee of independent financial and legal advisors;

WHEREAS, on April 3, 2009, the Special Committee caused Radio to file a Schedule 14D-9 with the SEC in which the Special Committee stated that its members had unanimously determined that the Tender Offer is fair, from a financial point of view, to Radio’s stockholders who are unaffiliated with CEI and CMG and recommended, on behalf of Radio, that Radio’s public stockholders tender their shares pursuant to the Tender Offer (together with any exhibits or amendments thereto, the “Schedule 14D-9”);

WHEREAS, also on April 3, 2009, the Leon Action and the CSPPF Action were consolidated into the Delaware Action, and the consolidated class action complaint (the “Delaware Complaint”), filed by The George Leon Family Trust and Coral Springs Police Pension Fund (collectively, the “Delaware Plaintiffs” or the “Plaintiffs”) on April 7, 2009, alleges that the Defendants breached their fiduciary duties to Radio’s stockholders, including by alleging disclosure violations, in connection with the Proposed Transaction and seeks, among other things, an injunction enjoining the transactions contemplated in the offer and to rescind any transactions contemplated by the Proposed Transaction that may be consummated;

WHEREAS, on April 20, 2009, CEI and CMG filed a fourth amendment to the Schedule TO, which announced, among other things, that the Tender Offer would be extended to 12:00 midnight, New York City time, on Friday, May 1, 2009, unless further extended;

WHEREAS, on April 20, 2009, Radio filed, at the direction of the Special Committee, its first amendment to the Schedule 14D-9, which announced, among other things, that the Special Committee had determined to withdraw its recommendation that Radio’s stockholders tender their Shares in the Tender Offer and instead to express no opinion and remain neutral with respect to the Tender Offer;

WHEREAS, on April 27, 2009, representatives of Citi and attorneys for CEI and CMG discussed with attorneys for Plaintiffs in the Delaware Action and representatives of Value Incorporated, the financial advisor to Plaintiffs in the Delaware Action, valuation and disclosure issues relating to the potential settlement of the Delaware Action. The financial advisors addressed their respective views regarding the consideration to be paid to Radio’s stockholders in the Proposed Transaction. Counsel for CEI and CMG and counsel for Plaintiffs discussed certain supplemental disclosures that could be made in connection with the Tender Offer and by the Special Committee. Further negotiations took place between counsel for CEI and CMG and counsel for Plaintiffs on April 27 and throughout April 28, 2009;

WHEREAS, counsel for CEI and CMG and counsel for the plaintiffs in the Delaware Action engaged in arms’ length discussions and negotiations regarding a potential resolution of the claims asserted in the Delaware Action;

WHEREAS, in connection with such discussions and negotiations, plaintiffs’ counsel proposed to Defendants’ counsel in the Delaware Action various additional disclosures in the Schedule TO and Schedule 14D-9 and improved consideration in the Tender Offer and Merger;

-2-

WHEREAS, in connection with settlement discussions and negotiations, counsel for the parties hereto (the “Parties”) have not discussed the amount or appropriateness of any potential application by the respective plaintiffs’ counsel for attorneys’ fees;

WHEREAS, the Delaware Plaintiffs have already engaged in extensive discovery, including the review and analysis of over 30,000 pages of documents produced by Defendants to the Delaware Plaintiffs in connection with the Delaware Action as of April 28, 2009;

WHEREAS, the Delaware Plaintiffs also secured a scheduling order and amendments thereto in the Delaware Action, prepared for depositions in the Delaware Action, and prepared for a hearing on the Delaware Plaintiffs’ motion for a preliminary injunction in the Delaware Action, which has been scheduled for May 11, 2009, including by commencing work on a draft opening brief in support of their motion for a preliminary injunction;

WHEREAS, the Defendants in the Delaware Action acknowledge that they considered the unfair price, disclosure and other claims raised by Plaintiffs in the Delaware Action in connection with the increase of the Offer price to $4.80 per Share and in determining to make the Supplemental Disclosures, as provided in paragraphs 1 and 2 of this MOU, in exchange for Plaintiffs’ agreement-in-principle to settle the Delaware Action;

WHEREAS, the Defendants deny all allegations of wrongdoing, fault, liability or damage to any of the respective plaintiffs in any of the Actions (defined below) or the Class (defined below), deny that they engaged in any wrongdoing, deny that they committed any violation of law, deny that they acted improperly in any way, believe that they acted properly at all times, believe the Actions have no merit, and maintain that they have committed no disclosure violations or any other breach of duty whatsoever in connection with the Proposed Transaction or any public disclosures, but wish to settle for the reasons set forth herein;

WHEREAS, the entry by the Plaintiffs into this MOU is not an admission as to the lack of any merit of any claims asserted in the Delaware Action;

WHEREAS, the Parties recognize the time and expense that would be incurred by further litigation and the uncertainties inherent in such litigation; and

WHEREAS, the Parties have reached an agreement in principle set forth in this Memorandum of Understanding (“MOU”) providing for settlement of the Delaware Action on the terms and conditions set forth below, which would include but not be limited to a release of all claims asserted in the Delaware Action and which would have the effect of releasing all claims asserted in the action in the Superior Court of Gwinnett County in Georgia (the “Georgia Court”) styled Miller v. Kennedy, et al., No. 09A 02921 9 (the “Georgia State Action”) and the action in the United States District Court for the Northern District of Georgia styled Dixon v. Kennedy, et al., C.A. No. 1 09-CV-0938-JEC (the “Georgia Federal Action,” and, together with the Delaware Action and the Georgia State Action, the “Actions”), and which the Parties believe would be fair, reasonable and adequate and in the best interests of the Parties and the Class.

-3-

NOW THEREFORE, the Parties to the Delaware Action reached the following agreement in principle which, when reduced to a settlement agreement (the “Settlement Agreement”), is intended to be a full and final resolution of the Released Claims (defined below) (the “Settlement”). The Settlement through the Settlement Agreement shall provide for and encompass the following and other customary terms:

1. Increased Consideration. CEI and CMG, by their respective boards of directors, have agreed to increase the per-share consideration to be paid in the Proposed Transaction from $3.80 per Share to $4.80 per Share.

2. Supplemental Disclosures. CEI, CMG and/or Radio will make additional disclosures (the “Supplemental Disclosures”) in appropriate filings with the SEC and shall disseminate them to holders of record of Radio stock, as of the close of business on April 29, 2009, no later than ten (10) days prior to the expiration of the Tender Offer. Counsel for Plaintiffs in the Delaware Action (collectively, “Plaintiffs’ Counsel”) will be provided an opportunity to comment on the Supplemental Disclosures so that the Supplemental Disclosures adequately address those disclosure issues which concern the Plaintiffs. Defendants agree to consider in good faith all comments by Plaintiffs’ Counsel regarding the proposed Supplemental Disclosures.

3. Certification of Class. The Settlement Agreement shall provide for the conditional certification in the Delaware Action, for settlement purposes only, of a non-opt-out class that includes any and all record and beneficial holders of Radio Shares, their respective successors in interest, successors, predecessors in interest, predecessors, representatives, trustees, executors, administrators, heirs, assigns or transferees, immediate and remote, and any person or entity acting for or on behalf of, or claiming under, any of them, and each of them, together with their predecessors and successors and assigns, who held any such Radio Shares at any time between and including February 10, 2009 and the date of consummation of the Merger, but excluding CEI, CMG, Radio and the current Radio directors (the “Class”).

4. Representations of the Parties & Counsel. The Defendants deny and continue to deny that they have committed or aided or abetted in the commission of any unlawful or wrongful act alleged in any of the Delaware Action, and maintain that they diligently and scrupulously complied with their fiduciary duties, and the Defendants are entering into this MOU solely because the proposed settlement will eliminate the burden of litigation. Plaintiffs’ Counsel believe that Defendants would assert significant legal and factual defenses to Plaintiffs’ claims made in the Delaware Action, and as a result, that the terms of this MOU and the terms of the Proposed Transaction are fair, reasonable, adequate, and in the best interest of all members of the Class. Plaintiffs’ Counsel further represent that none of the Plaintiffs’ claims or causes of action referred to in this MOU have been assigned, encumbered, or otherwise transferred. Each of the undersigned attorneys affirms that he or she has been duly empowered and authorized to enter into this MOU.

5. Discovery. Counsel for the Delaware Plaintiffs shall conduct such reasonable additional discovery (“Confirmatory Discovery”) as is appropriate and necessary and as agreed to by the Parties to confirm the fairness and reasonableness of the terms of this Settlement.

-4-

The Parties will attempt in good faith and use their best efforts to complete any such discovery no later than twenty (20) business days after the completion of the Tender Offer.

6. Modifications to Proposed Transaction. Plaintiffs acknowledge and agree that CEI and CMG may make amendments or modifications to the Proposed Transaction prior to the effective date of the Proposed Transaction to facilitate the consummation of the Proposed Transaction. Plaintiffs agree that they will not challenge or object to any such amendments or modifications so long as they are not inconsistent with the material terms of the Settlement set forth in this MOU.

7. Stay Pending Court Approval. Pending negotiation, execution and Final Approval of the Settlement Agreement and Settlement by the Delaware Court, the Plaintiffs agree to stay the proceedings in the Delaware Action and to stay and not to initiate any and all other proceedings other than those incident to the Settlement itself. As used in this MOU, the term “Final Approval” of the Settlement means that the Delaware Court has entered a final order and judgment certifying the Class, approving the Settlement, dismissing the Action with prejudice on the merits and with each party to bear its own costs (except those costs set forth in paragraphs 9 and 10 below) and providing for such release language as set forth in paragraph 8 below, and that such final order and judgment is final and no longer subject to further appeal or review, whether by affirmance on or exhaustion of any possible appeal or review, writ of certiorari, lapse of time or otherwise; provided, however, and notwithstanding any provision to the contrary in this MOU, Final Approval shall not include (and the Settlement is expressly not conditioned on) the approval of attorneys’ fees and the reimbursement of expenses to Plaintiffs’ Counsel as provided in paragraph 10 below, and any appeal related thereto. The Parties also agree to use their best efforts to prevent, stay or seek dismissal of or oppose entry of any interim or final relief in favor of any member of the Class in any other litigation against any of the Parties to this MOU which challenges the Settlement, the Proposed Transaction, including any transactions contemplated thereby, or otherwise involves, directly or indirectly, a Released Claim (defined below).

8. Dismissal With Prejudice, Waiver & General Release. The Settlement Agreement shall provide, among other things:

a) for the full and complete discharge, dismissal with prejudice on the merits, settlement and release of, and a permanent injunction barring, any and all manner of claims, demands, rights, liabilities, losses, obligations, duties, damages, costs, debts, expenses, interest, penalties, sanctions, fees, attorneys’ fees, actions, potential actions, causes of action, suits, agreements, judgments, decrees, matters, issues and controversies of any kind, nature or description whatsoever, whether known or unknown, disclosed or undisclosed, accrued or unaccrued, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, including Unknown Claims (defined below), that any or all Plaintiffs or any or all members of the Class ever had, now have, or may have, whether direct, derivative, individual, class, representative, legal, equitable or of any other type, or in any other capacity, against any of the Released Parties (defined below), whether based on state,

-5-

local, foreign, federal, statutory, regulatory, common or other law or rule (including but not limited to any claims under federal securities laws or state disclosure law or any claims that could be asserted derivatively on behalf of Radio), which, now or hereafter, are based upon, arise out of, relate in any way to, or involve, directly or indirectly, any of the actions, transactions, occurrences, statements, representations, misrepresentations, omissions, allegations, facts, practices, events, claims or any other matters, things or causes whatsoever, or any series thereof, that were, could have been, or in the future can or might be alleged, asserted, set forth, claimed, embraced, involved, or referred to in, or related to, directly or indirectly, any of the Actions or the subject matter of any of the Actions in any court, tribunal, forum or proceeding, including, without limitation, any and all claims which are based upon, arise out of, relate in any way to, or involve, directly or indirectly, (i) the Proposed Transaction or the issuance of any securities in connection therewith, (ii) any deliberations or negotiations in connection with the Proposed Transaction, including the process of deliberation or negotiation by each of CEI, CMG and Radio and any of their respective officers, directors or advisors, (iii) the consideration received by Class members in connection with the Proposed Transaction, (iv) the Schedule TO, the Schedule 14D-9, or any other disclosures, public filings, periodic reports, press releases, proxy statements or other statements issued, made available or filed relating, directly or indirectly, to the Proposed Transaction, including claims under the federal securities laws within the exclusive jurisdiction of the federal courts, (v) investments in (including, but not limited to, purchases, sales, exercises of rights with respect to and decisions to hold) securities issued by any of CEI, CMG or Radio or their respective affiliates, (vi) the fiduciary obligations of the Released Parties (defined below) in connection with the Proposed Transaction, (vii) the fees, expenses or costs incurred in prosecuting, defending, or settling the Actions, or (viii) any of the allegations in any complaint or amendment(s) thereto filed in any of the Actions (collectively, the “Released Claims”); provided, however, that the Released Claims shall not include the right to enforce this MOU or the Settlement or any properly perfected claims by Radio stockholders for statutory appraisal in connection with the Merger;

b) whether or not each or all of the following persons or entities were named, served with process or appeared in any of the Actions, that “Released Parties” means (i) CEI, CMG, Radio, James C. Kennedy, G. Dennis Berry, Jimmy W. Hayes, Paul M. Hughes, Marc W. Morgan, Robert F. Neil, Nicholas D. Trigony, Juanita P. Baranco and Nick W. Evans, Jr., (ii) any person or entity which is, was or will be related to or affiliated with any or all of them or in which any or all of them has, had or will have a controlling interest, and (iii) the respective past, present or future family members, spouses, heirs, trusts, trustees, executors, estates, administrators, beneficiaries, distributees, foundations, agents, employees, fiduciaries, partners, partnerships, general or limited partners or partnerships, joint ventures, member firms, limited liability companies, corporations, parents, subsidiaries, divisions, affiliates, associated entities, shareholders, principals, officers, directors, managing directors, members, managing members, managing agents, predecessors, predecessors-in-interest, successors, successors-in-interest, assigns, financial or investment advisors, advisors, consultants, investment bankers, entities providing any fairness opinion, underwriters, brokers, dealers, lenders, commercial bankers, attorneys, personal or legal representatives,

-6-

accountants, insurers, co-insurers, reinsurers, and associates, of each and all of the foregoing;

c) that “Unknown Claims” means any claim that any Plaintiff or any member of the Class does not know or suspect exists in his, her or its favor at the time of the release of the Released Claims as against the Released Parties, including without limitation those which, if known, might have affected the decision to enter into the Settlement. With respect to any of the Released Claims, the Parties stipulate and agree that upon Final Approval of the Settlement (defined below), each Plaintiff shall expressly and each member of the Class shall be deemed to have, and by operation of the final order and judgment by the Delaware Court shall have, expressly waived, relinquished and released any and all provisions, rights and benefits conferred by or under Cal. Civ. Code § 1542 or any law of the United States or any state of the United States or territory of the United States, or principle of common law, which is similar, comparable or equivalent to Cal. Civ. Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” The Plaintiffs acknowledge, and the members of the Class by operation of law shall be deemed to have acknowledged, that they may discover facts in addition to or different from those now known or believed to be true with respect to the Released Claims, but that it is the intention of the Plaintiffs, and by operation of law the members of the Class, to completely, fully, finally and forever extinguish any and all Released Claims, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery of additional or different facts. Plaintiffs acknowledge, and the members of the Class by operation of law shall be deemed to have acknowledged, that the inclusion of “Unknown Claims” in the definition of “Released Claims” was separately bargained for and was a key element of the Settlement and was relied upon by each and all of the Defendants in entering into the Settlement Agreement;

d) for entry of a judgment dismissing the Delaware Action with prejudice and, except as set forth in paragraphs 9 and 10 herein, without costs to any party;

e) that the Settlement is subject to the completion of the Proposed Transaction (including the Tender Offer and the Merger); and

f) that in the event the Settlement does not become final for any reason, Defendants reserve the right to oppose certification of any plaintiff class in future proceedings.

9. Notice. Radio shall be responsible for providing notice of the Settlement to the members of the Class and shall pay all reasonable costs and expenses incurred in providing notice of the Settlement to the members of the Class.

10. Fees. The Plaintiffs and their counsel intend to petition the Delaware Court for an award of fees and expenses in connection with the Delaware Action (the “Fee Application”). Defendants reserve all rights to oppose the Fee Application. Counsel for CEI and CMG

-7-

and counsel for the Plaintiffs shall use their reasonable best efforts to negotiate a reasonable and appropriate Fee Application amount. Neither Plaintiffs nor Plaintiffs’ Counsel shall make any application for an award of fees or expenses in the Georgia State Action or the Georgia Federal Action. Final resolution by the Delaware Court of the Fee Application shall not be a precondition to the dismissal of any of the Delaware Action in accordance with the Settlement Agreement, and the Settlement Agreement shall provide that the Fee Application may be considered separately from the proposed Settlement. The Parties acknowledge and agree that any fees and expenses awarded by the Delaware Court in the Delaware Action to Plaintiffs’ counsel shall be paid solely by Radio or its successor(s) in interest within ten (10) business days after the later of (a) fulfillment of all of the conditions to the Settlement, or (b) the date when the Settlement receives Final Approval by the Delaware Court. Notwithstanding any other provision of this MOU, no fees or expenses shall be sought by or paid to Plaintiffs’ counsel in the absence of completion of the Tender Offer, consummation of the Merger and Final Approval of a final order and judgment entered by the Delaware Court which contains a release of the Released Claims.

11. Approval. The Settlement Agreement is subject to Delaware Court approval, including the Fee Application referred to in paragraph 10; provided, however, that the Delaware Court’s approval of the Settlement is not contingent on its approval of the Fee Application. The Parties will attempt in good faith and use their best efforts to negotiate and mutually agree promptly upon the content and form of all documentation as may be required to obtain Final Approval of the Settlement and dismissal of the Delaware Action.

12. Binding Effect. This MOU is subject to the following, which the Parties agree to use their best efforts to achieve: (a) the drafting and execution of a definitive Settlement Agreement by the Parties; (b) Final Approval of the Settlement by the Delaware Court; (c) dismissal with prejudice of the Delaware Action as to all members of the Class (including the Delaware Plaintiffs) and, at the option of CEI, dismissal with prejudice of each of the Georgia State Action and the Georgia Federal Action (including plaintiff Miller and plaintiff Dixon and as to all members of the class in such actions, if a class has been certified therein); and (d) the consummation of the Proposed Transaction, including the Tender Offer and the Merger. This MOU shall be rendered null and void and of no force and effect in the event that the Delaware Court fails to provide Final Approval of the Settlement, or the Proposed Transaction, including the Tender Offer and the Merger, is not consummated for any reason. Additionally, all Defendants may, but are not obligated to, render this MOU null and void in the event that any claims related to the subject matter of any of the Delaware Action are commenced or prosecuted against any of the Released Parties and (subject to a motion by such defendant Released Party(ies)) such claims are not dismissed with prejudice or stayed in contemplation of dismissal of the Delaware Action. In any event of nullification of this MOU, the Parties shall be deemed to be in the position they were in prior to the execution of this MOU and the statements made herein and in connection with the negotiation of the MOU or the Settlement shall not be deemed to prejudice in any way the positions of the Parties with respect to any of the Actions, or to constitute an admission of fact of wrongdoing by any Party, shall not be used or entitle any Party to recover any fees, costs or expenses

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incurred in connection with any of the Actions, and neither the existence of this MOU nor its contents nor any statements made in connection with the negotiation of this MOU or any settlement communications shall be admissible in evidence or shall be referred to for any purpose in any of the Actions, or in any other litigation or judicial proceeding.

13. No Admission. The fact of and provisions contained in this MOU, and all negotiations, discussions, actions and proceedings in connection with this MOU shall not be deemed or constitute a presumption, concession or an admission by any Party in any of the Actions, any signatory hereto or any Released Party of any fault, liability or wrongdoing or lack of any fault, liability or wrongdoing, as to any facts or claims alleged or asserted in any of the Actions, or any other actions or proceedings, and shall not be interpreted, construed, deemed, involved, invoked, offered or received in evidence or otherwise used by any person in any of the Actions, or any other action or proceeding, whether civil, criminal or administrative, except in connection with any proceeding to enforce the terms of this MOU. The fact of and provisions contained in this MOU, and all negotiations, discussions, actions and proceedings leading up to the execution of this MOU, are confidential and intended for settlement discussions only. If the Settlement does not receive Final Approval, the Parties shall revert to their respective litigation positions as if this MOU never existed.

14. Choice of Law. This MOU, and the Settlement Agreement and Settlement contemplated by it, and any dispute arising out of or relating in any way to this MOU, the Settlement Agreement or the Settlement, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to conflict of laws principles. The Parties agree that any dispute arising out of or relating in any way to this MOU, the Settlement Agreement or the Settlement shall not be litigated or otherwise pursued in any forum or venue other than the Delaware Court, and the Parties expressly waive any right to demand a jury trial as to any such dispute.

15. Execution by Counterparts. This MOU may be executed in multiple counterparts by any of the signatories hereto, including by facsimile, and so executed shall constitute one agreement.

16. Miscellaneous. This MOU constitutes the entire agreement among the Parties with respect to the subject matter hereof and may be modified or amended only by a writing signed by the signatories hereto. This MOU shall be binding upon and inure only to the benefit of the parties and their respective agents, executors, heirs, successors and assigns.

[Signatures On The Following Pages]

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	/s/ Kevin G. Abrams
Of Counsel:	Kevin G. Abrams (Del Bar No. 2357) Nathan A. Cook (Del. Bar No. 4841)
DOW LOHNES PLLC 1200 New Hampshire Avenue, NW Suite 800 Washington, D.C. 20036-6802 (202) 776-2000	ABRAMS & LASTER LLP 20 Montchanin Road, Suite 200 Wilmington, Delaware 19807 (302) 778-1000 Attorneys for the Defendants other than Cox Radio and the Special Committee Members in the Delaware Action
	/s/ Samuel A. Nolen
Of Counsel:	Samuel A. Nolen (Del. Bar No. 971)
DLA PIPER LLP (US) 500 Eighth Street, NW Washington, D.C. 20004 (202) 799-4000	RICHARDS, LAYTON & FINGER PA One Rodney Square 920 North King Street Wilmington, Delaware 19801 (302) 651-7700 Attorneys for Cox Radio and the Special Committee Members in the Delaware Action
	/s/ Carmella P. Keener
Of Counsel:	Joseph A. Rosenthal (Del. Bar No. 234) Norman M. Monhait (Del. Bar No. 1040) Carmella P. Keener (Del. Bar No. 2810)
SAXENA WHITE PA 2424 North Federal Highway Suite 257 Boca Raton, Florida 33431 (561) 394-3399 Member of Plaintiffs’ Executive Committee in the Delaware Action	ROSENTHAL, MONHAIT & GODDESS, PA 919 North Market Street, Suite 1401 Citizens Bank Center PO Box 1070 Wilmington, Delaware 19899 (302) 656-4433 Delaware Co-Liaison Counsel for Plaintiffs

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	/s/ Brian D. Long
Of Counsel:	Seth D. Rigrodsky (Del. Bar No. 3147) Brian D. Long (Del. Bar No. 4347)
THE WEISER LAW FIRM 121 North Wayne Avenue, Suite 100 Wayne, Pennsylvania 19807 (610) 225-2677 Member of Plaintiffs’ Executive Committee in the Delaware Action	RIGRODSKY & LONG, PA 919 North Market Street Suite 980 Wilmington, Delaware 19801 (302) 295-5310 Delaware Co-Liaison Counsel for Plaintiffs
GLANCY BINKOW & GOLDBERG LLP 1801 Avenue of the Stars, Suite 311 Los Angeles, California 90067 (310) 201-9150

Dated: April 29, 2009

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