-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HvoxlXKYeXUrh8yk/dmh2ui+qTs0gzz52xGejBbt9xSPRxQldmh0DGTIwOEqWoaZ ZDqymHsogX1QiBeCwxxrig== 0000950134-02-012342.txt : 20021010 0000950134-02-012342.hdr.sgml : 20021010 20021010124008 ACCESSION NUMBER: 0000950134-02-012342 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20021010 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLEAR CHANNEL COMMUNICATIONS INC CENTRAL INDEX KEY: 0000739708 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 741787536 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36026 FILM NUMBER: 02786068 BUSINESS ADDRESS: STREET 1: 200 E BASSE RD CITY: SAN ANTONIO STATE: TX ZIP: 78209 BUSINESS PHONE: 2108222828 MAIL ADDRESS: STREET 1: 200 EAST BASSE ROAD CITY: SAN ANTONIO STATE: TX ZIP: 78209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAYS L LOWRY CENTRAL INDEX KEY: 0001096790 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 CONCORD PLZ STREET 2: STE 600 CITY: SAN ANTONIO STATE: TX ZIP: 78216 BUSINESS PHONE: 2108222828 MAIL ADDRESS: STREET 1: 200 CONCORD PLZ STREET 2: STE 600 CITY: SAN ANTONIO STATE: TX ZIP: 78216 SC 13D/A 1 d00323asc13dza.txt AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) AMENDMENT NO. 1 CLEAR CHANNEL COMMUNICATIONS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.10 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 184502102 - -------------------------------------------------------------------------------- (CUSIP NUMBER) L. Lowry Mays Clear Channel Communications, Inc. 200 East Basse Road San Antonio, TX 78209-8328 (210) 822-2828 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 22, 2002 - -------------------------------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ] The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. CUSIP No. 184502102 13D/A - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) L. Lowry Mays - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not applicable. - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 31,762,994 BENEFICIALLY ---------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON WITH ---------------------------------------------- 9 SOLE DISPOSITIVE POWER 31,762,994 ---------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,762,994 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 2 SCHEDULE 13D/A The Schedule 13D relating to the common stock, par value $.10 per share ("Common Stock"), of Clear Channel Communications, Inc. (the "Issuer"), filed with the Securities and Exchange Commission on October 14, 1999 by L. Lowry Mays and 4-M Partners, Ltd. ("4-M"), is hereby amended as follows: ITEM 1. SECURITY AND ISSUER The prior response remains unchanged. ITEM 2. IDENTITY AND BACKGROUND The prior response to Item 2 is hereby deleted and replaced with the following: (a) Name of the reporting person: L. Lowry Mays (b) The business address of the reporting person is 200 East Basse Road, San Antonio, Texas 78209-8328. (c) Mr. Mays is principally engaged in the media business. Employer: Clear Channel Communications, Inc. Principal business: media Address: 200 East Basse Road, San Antonio, Texas 78209-8328 (d)-(e) During the last five years, Mr. Mays has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. (f) Mr. Mays is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS Not applicable. See Item 4. 3 ITEM 4. PURPOSE OF THE TRANSACTION The prior response to Item 4 is hereby deleted and replaced with the following: (a)-(j) On August 22, 2002, 4-M was dissolved. Until such date, Mr. Mays had reported indirect beneficial ownership of the 20,395,000 shares (the "4-M Shares") held by 4-M. Following the dissolution of 4-M and through a series of transactions involving the general and limited partners of 4-M, the 4-M Shares were transferred to Mr. Mays, who now directly holds the 4-M Shares. No other plans or proposals reportable pursuant to this Item are contemplated by Mr. Mays. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The response to Item 5 is hereby deleted and replaced with the following: (a)-(b) As of the date hereof, Mr. Mays beneficially owns 31,762,994 shares of the Issuer's Common Stock, and such shares constitute approximately 5.2% of the total shares of the Issuer's Common Stock issued and outstanding (as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002) and assuming the exercise of all options held by Mr. Mays. Such shares beneficially owned by Mr. Mays include: (1) 24,936,468 shares held directly by Mr. Mays; (2) 2,120,000 shares subject to options held by Mr. Mays; (3) 738,787 shares held by the Mays Family Foundation; (4) 967,739 shares held by trusts of which Mr. Mays is trustee but not beneficiary; and (5) 3,000,000 shares held in various grantor residual annuity trusts for which Mr. Mays is the grantor. Mr. Mays has sole voting and dispositive power with respect to all such shares. (c) On July 25, 2002, 4-M purchased 195,000 shares of Common Stock in an open market transaction at a price per share of $25.2926. On August 5, 2002, 4-M purchased 200,000 shares of Common Stock in an open market transaction at a price per share of $22.8449. On August 22, 2002, 4-M dissolved and distributed the 4-M Shares to its partners as discussed above. (d) Not applicable. (e) On August 22, 2002, 4-M dissolved and distributed the 4-M Shares. Consequently, 4-M is no longer subject to the reporting requirements of Regulation 13D-G. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The prior response to Item 6 is hereby deleted and replaced with the following: Mr. Mays is a party to a Buy-Sell Agreement dated May 31, 1977, by and among the Issuer, Mr. Mays and B.J. McCombs, as amended by that Agreement Concerning Buy-Sell Agreement executed August 3, 1998, that certain Waiver and Second Agreement Concerning 4 Buy-Sell Agreement executed August 17, 1998, that certain Waiver and Third Agreement Concerning Buy-Sell Agreement executed July 26, 2002, and that certain Waiver and Fourth Agreement Concerning Buy-Sell Agreement executed September 27, 2002 (as so amended, the "Buy-Sell Agreement"). The Buy-Sell Agreement restricts the ability of Mr. Mays and B.J. McCombs and their heirs, legal representatives, successors and assigns to dispose of shares of the Issuer's Common Stock covered by the Buy-Sell Agreement. The Buy-Sell Agreement provides that in the event that Mr. Mays, B.J. McCombs or their heirs, legal representatives, successors and assigns desire to dispose of such shares, other than by will or intestacy or through gifts to the party's spouse or children, they must offer the shares for a period of 30 days to the Issuer. Thereafter, they must offer, for a period of 30 days, any shares not purchased by the Issuer to the other parties to the Buy-Sell Agreement. If neither the Issuer nor the other parties to the Buy-Sell Agreement agree to purchase all of their shares of Common Stock so offered, the party offering his shares of Common Stock may sell them to a third party during the following 90-day period at a price and on terms not more favorable than those offered to the Issuer and the other parties. In addition, Mr. Mays, B.J. McCombs and their heirs, legal representatives, successors and assigns may not, individually or in concert with others, sell shares of the Issuer's Common Stock so as to deliver voting control to a third party without providing in the sale that all parties to the Buy-Sell Agreement will be offered the same price and terms for their shares as provided in the sale. The description contained in this Item 6 of the Buy-Sell Agreement is qualified in its entirety by reference to the full text of the Buy-Sell Agreement which is incorporated by reference herein and filed as Exhibit 99.2 hereto. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS EXHIBIT NO. DOCUMENT 4.1 Buy-Sell Agreement by and between Clear Channel Communications, Inc., L. Lowry Mays, B.J. McCombs, John M. Schaefer and John W. Barger, dated May 31, 1977 (incorporated by reference to the exhibits of the Company's Registration Statement on Form S-1 (Reg. No. 33-289161) dated April 19, 1984). 4.2 Agreement Concerning Buy-Sell Agreement by and between Clear Channel Communications, Inc., L. Lowry Mays, B.J. McCombs, John M. Schaefer and John W. Barger, dated August 3, 1998. 4.3 Waiver and Second Agreement Concerning Buy-Sell Agreement by and between Clear Channel Communications, Inc., L. Lowry Mays and B.J. McCombs, dated August 17, 1998. 4.4 Waiver and Third Agreement Concerning Buy-Sell Agreement by and between Clear Channel Communications, Inc., L. Lowry Mays and B.J. McCombs, dated July 26, 2002. 5 4.5 Waiver and Fourth Agreement Concerning Buy-Sell Agreement by and between Clear Channel Communications, Inc., L. Lowry Mays and B.J. McCombs, dated September 27, 2002. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: October 10, 2002 /s/ L. LOWRY MAYS -------------------------------------- L. Lowry Mays 4-M PARTNERS, LTD. By: L. MAYS LLC, its general partner By: /s/ L. LOWRY MAYS ---------------------------------- Name: L. Lowry Mays Title: Managing Member 6
EXHIBIT NO. DOCUMENT - ----------- -------- 4.1 Buy-Sell Agreement by and between Clear Channel Communications, Inc., L. Lowry Mays, B.J. McCombs, John M. Schaefer and John W. Barger, dated May 31, 1977 (incorporated by reference to the exhibits of the Company's Registration Statement on Form S-1 (Reg. No. 33-289161) dated April 19, 1984). 4.2 Agreement Concerning Buy-Sell Agreement by and between Clear Channel Communications, Inc., L. Lowry Mays, B.J. McCombs, John M. Schaefer and John W. Barger, dated August 3, 1998. 4.3 Waiver and Second Agreement Concerning Buy-Sell Agreement by and between Clear Channel Communications, Inc., L. Lowry Mays and B.J. McCombs, dated August 17, 1998. 4.4 Waiver and Third Agreement Concerning Buy-Sell Agreement by and between Clear Channel Communications, Inc., L. Lowry Mays and B.J. McCombs, dated July 26, 2002. 4.5 Waiver and Fourth Agreement Concerning Buy-Sell Agreement by and between Clear Channel Communications, Inc., L. Lowry Mays and B.J. McCombs, dated September 27, 2002.
EX-4.2 3 d00323aexv4w2.txt AGREEMENT CONCERNING BY-SELL AGREEMENT EXHIBIT 4.2 AGREEMENT CONCERNING BUY-SELL AGREEMENT The undersigned were all of the parties to that certain Buy-Sell Agreement executed May 31, 1977, relating to shares of Clear Channel Communications, Inc. (the "Agreement"). For the mutual consideration expressed in this agreement, the undersigned agree as follows: 1. Terms defined in the Agreement shall have the same meaning in this agreement. 2. John M. Schaefer and John W. Barger are hereby released from all obligations and rights under the Agreement and for all purposes shall cease to be parties to the Agreement. 3. If any remaining shareholder sells all of his stock (other than stock acquired through a broker in a transaction on the New York Stock Exchange or on another market open to sales and purchases by members of the general public), that Shareholder shall be then released from all obligations and rights under the Agreement and for all purposes shall cease to be a party to the Agreement. Executed as of August 3, 1998. CLEAR CHANNEL COMMUNICATIONS, INC. /s/ L. LOWRY MAYS - ------------------------------------- L. Lowry Mays, CEO and Chairman /s/ L. LOWRY MAYS - ------------------------------------- L. Lowry Mays /s/ B.J. MCCOMBS - ------------------------------------- B.J. McCombs /s/ JOHN M. SCHAEFER - ------------------------------------- John M. Schaefer /s/ JOHN W. BARGER - ------------------------------------- John W. Barger EX-4.3 4 d00323aexv4w3.txt WAIVER & 2ND AGREEMENT CONCERNING BUY-SELL AGRMT. EXHIBIT 4.3 WAIVER AND SECOND AGREEMENTS CONCERNING BUY-SELL AGREEMENT WHEREAS, the undersigned are all of the parties to that certain Buy-Sell Agreement executed May 31, 1977, relating to shares of Clear Channel Communications, Inc. (the "Agreement") who remain obligated thereon after the execution of that certain Agreement Concerning Buy-Sell Agreement executed August 3, 1998 (the "First Amendment"); and WHEREAS, B.J. McCombs ("McCombs") proposes to pledge certain shares of the Stock owned by him to Chase Bank of Texas, National Association ("Chase") to secure credit being extended to him by Chase; NOW, THEREFORE, for mutual consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, the undersigned agree as follows: 1. Terms defined in the Agreement shall have the same meaning in this agreement. 2. The Company and each Shareholder agrees that McCombs may pledge and grant to Chase a security interest in any or all of the shares of Stock owned by him (the "Pledged Stock") and that the Pledged Stock shall be free of the terms of the Agreement, as amended, including without limitation, any requirement of a legend on the certificate evidencing the Pledged Stock and of any obligation to offer the Pledged Stock to another party to the Agreement. 3. Chase and any assignee or successor shall be free to exercise any rights it may have pursuant to any pledge or security agreement relating to the Pledged Stock. 4. The undersigned execute this Second Amendment with the stated purpose that Chase may rely hereon and hereby represent to Chase that the only agreements between or among them relating to the Stock are the Agreement, the First Amendment and this Waiver and Second Agreement Concerning Buy-Sell Agreement ("Second Amendment"), and the First Amendment and the Second Amendment are the only amendments to the Agreement. 5. The Agreement, the First Amendment, the Second Amendment, and the terms and conditions thereof and hereof shall be binding on and operate for the benefit of the respective heirs, legal representatives, successors and assigns of the parties hereto. Executed this 17 day of August, 1998. CLEAR CHANNEL COMMUNICATIONS, INC. By: /s/ L. LOWRY MAYS ------------------------------------ Name: L. Lowry Mays Title: Chief Executive Officer /s/ L. LOWRY MAYS ---------------------------------------- L. Lowry Mays /s/ B.J. MCCOMBS ---------------------------------------- B.J. McCombs EX-4.4 5 d00323aexv4w4.txt WAIVER & 3RD AGREEMENT CONCERNING BUY-SELL AGRMT. EXHIBIT 4.4 WAIVER AND THIRD AGREEMENT CONCERNING BUY-SELL AGREEMENT This WAIVER AND THIRD AGREEMENT CONCERNING BUY-SELL AGREEMENT dated as of July 26, 2002 (this "Third Amendment") is by and among Clear Channel Communications, Inc., L. Lowry Mays and B.J. McCombs. WHEREAS, the undersigned are all of the parties to that certain Buy-Sell Agreement executed May 31, 1977, relating to shares of Clear Channel Communications, Inc. (the "Agreement"), who remain obligated thereon as such Agreement has been heretofore amended by that certain Agreement Concerning Buy-Sell Agreement executed August 3, 1998 (the "First Amendment") and as further amended by that certain Waiver and Second Agreement Concerning Buy-Sell Agreement executed August 17, 1998 (the "Second Amendment"; copies of the Agreement, the First Amendment and the Second Amendment are attached hereto as Exhibit A) and WHEREAS, B.J. McCombs proposes to: (a) amend, ratify and confirm the pledge of the Pledged Stock (as defined in the Second Amendment) to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank, successor by merger to Chase Bank of Texas, National Association) contemplated by the Second Amendment; (b) amend, ratify and confirm certain pledges of other shares of the Stock owned by him to secure indebtedness owed to Wells Fargo Bank (Texas), N.A. (the "Wells Fargo Stock") in connection with the assignment of such indebtedness to JPMorgan Chase Bank; (c) sell, transfer and dispose of some or all of the Pledged Stock, the Wells Fargo Stock and certain other shares of the Stock owned by him (the Pledged Stock, the Wells Fargo Stock and all other shares of Stock owned by B.J. McCombs from time to time is collectively the "McCombs Stock") in one or more tranches pursuant to one or more Stock Purchase Agreements to be entered into by and among B.J. McCombs, JPMorgan Chase Bank and certain affiliates of JPMorgan Chase Bank (the "Stock Sale"); (d) pledge certain shares of the McCombs Stock (and rights related thereto) to JPMorgan Chase Bank to secure his obligations under agreements relating to the Stock Sale; (e) lend and dispose of some or all of the McCombs Stock to JPMorgan Chase Bank from time to time pursuant to one or more stock lending agreements which may from time to time be entered into by B.J. McCombs, JPMorgan Chase Bank and certain affiliates of JPMorgan Chase Bank (the "Stock Loan"); and (f) pledge to JPMorgan Chase Bank any of the rights of B.J. McCombs under the Stock Loan (including any rights to proceeds or to the return of shares of the McCombs Stock that have been lent or disposed of). NOW THEREFORE, for mutual consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, the undersigned agree as follows: 1. Unless indicated otherwise, terms defined in the Agreement shall have the same meaning in this agreement. 2. The Company and each Shareholder acknowledges and consents to (i) the pledges by B.J. McCombs to JPMorgan Chase Bank, either directly or through assignment, of a security interest in any or all of the shares of the McCombs Stock, (ii) the sale, disposition and transfer of any or all of the shares of the McCombs Stock through the Stock Sale and any pledges of any or all of the shares of the McCombs Stock (and rights related thereto) related to the Stock Sale and (iii) the lending and disposition of any or all of the shares of the McCombs Stock through the Stock Loan and any pledges to JPMorgan Chase Bank of the rights of B.J. McCombs under the Stock Loan (including any rights to proceeds or to the return of shares of the McCombs Stock that have been lent or disposed of). The Company and each Shareholder agrees that the McCombs Stock shall be free of the terms of the Agreement, as amended, including without limitation, any requirement of a legend on the certificate evidencing any McCombs Stock and of any obligation to offer the McCombs Stock to another party to the Agreement. 3. JPMorgan Chase Bank and any assignee or successor shall be free to exercise any rights it may have pursuant to (i) any pledge or security agreement relating to the McCombs Stock, (ii) the Stock Sale, (iii) the Stock Loan, or (iv) any pledge or security agreement relating to the rights of B.J. McCombs under the Stock Loan (including any rights to proceeds or to the return of shares of the McCombs Stock that have been lent or disposed of). 4. The undersigned execute this Third Amendment with the stated purpose that JPMorgan Chase Bank and its affiliates may rely hereon and hereby represent to JPMorgan Chase Bank and its affiliates that the only agreements between or among them relating to the Stock are the Agreement, the First Amendment, the Second Amendment and this Third Amendment, and the First Amendment, the Second Amendment and this Third Amendment are the only amendments to the Agreement. 5. The Agreement, the First Amendment, the Second Amendment, and the Third Amendment and the terms and conditions thereof and hereof shall be binding on and operate for the benefit of the respective heirs, legal representatives, successors and assigns of the parties hereto. Executed this 26 day of July, 2002. CLEAR CHANNEL COMMUNICATIONS, INC. By: /s/ MARK P. MAYS ---------------------------------- Name: Mark P. Mays Title: President/COO /s/ L. LOWRY MAYS -------------------------------------- L. Lowry Mays /s/ B.J. MCCOMBS -------------------------------------- B.J. McCombs Exhibit A Buy-Sell Agreement, First Amendment, and Second Amendment EX-4.5 6 d00323aexv4w5.txt WAIVER & 4TH AGREEMENT CONCERNING BUY-SELL AGRMT. EXHIBIT 4.5 WAIVER AND FOURTH AGREEMENT CONCERNING BUY-SELL AGREEMENT This WAIVER AND FOURTH AGREEMENT CONCERNING BUY-SELL AGREEMENT dated as of September 27, 2002 (this "FOURTH AMENDMENT") is by and among Clear Channel Communications, Inc. (the "COMPANY"), L. Lowry Mays and B. J. McCombs. WHEREAS, the undersigned are all of the parties to that certain Buy-Sell Agreement executed May 31, 1977, relating to shares of Clear Channel Communications, Inc. (the "AGREEMENT"), who remain obligated thereon as such Agreement has been heretofore amended by that Agreement Concerning Buy-Sell Agreement executed August 3, 1998 (the "FIRST AMENDMENT"), as further amended by that certain Waiver and Second Agreement Concerning Buy-Sell Agreement executed August 17, 1998 (the "SECOND AMENDMENT"), and as further amended by that certain Waiver and Third Agreement Concerning Buy-Sell Agreement executed July 26, 2002 (the "THIRD AMENDMENT"). WHEREAS, following the dissolution of 4-M Partners, Ltd. ("4-M") and through a series of transactions with the general and limited partners of 4-M (such dissolution and transactions, the "TRANSFERS"), the 20,395,000 shares (the "SHARES") of the Company's common stock owned by 4-M have been transferred to L. Lowry Mays. NOW THEREFORE, for mutual consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, the undersigned agree as follows: 1. Each of the undersigned acknowledges and consents to the Transfers of the Shares and waives its rights under the Agreement to acquire those Shares subject to the Agreement (the "COVERED SHARES") in connection with the Transfers. 2. The undersigned execute this Fourth Amendment with the stated purpose that L. Lowry Mays may rely hereon and hereby represent to L. Lowry Mays that the only agreements between or among them relating to the Shares are the Agreement, the First Amendment, the Second Amendment, the Third Amendment and this Fourth Amendment. 3. Upon completion of the Transfers, the Covered Shares will remain subject to the Agreement as the same has been and may be amended from time to time, and any certificates representing the Covered Shares must bear a restrictive legend relating to such agreements. 4. The Agreement, the First Amendment, the Second Amendment, the Third Amendment and this Fourth Amendment and the terms and conditions thereof and hereof shall be binding on and operate for the benefit of the respective heirs, legal representatives, successors and assigns of the parties hereto. [Signature Page Follows] Executed this 27th day of September, 2002. CLEAR CHANNEL COMMUNICATIONS, INC. By: /s/ Randall Mays ------------------------------------------ Name: Randall Mays Title: Chief Financial Officer /s/ L. LOWRY MAYS ---------------------------------------------- L. Lowry Mays /s/ B.J. MCCOMBS ---------------------------------------------- B.J. McCombs -----END PRIVACY-ENHANCED MESSAGE-----