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Amendment No. 2, Dated As of July 28, 2008, To The Credit Agreement

Effective Date: July 28, 2008
Parties:

CC Media Holdings

Sectors: Media
Governing Law:  New York
Exhibit 10.11

AMENDMENT NO. 2 TO CREDIT AGREEMENT

AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of July 28, 2008 (this " Amendment" ), among BT TRIPLE CROWN MERGER CO., INC., a Delaware corporation (" Merger Sub" ), CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the " Lenders" and individually, a " Lender" ).

PRELIMINARY STATEMENTS

Merger Sub, each lender from time to time party thereto (the " Lenders" ) and the Administrative Agent have entered into a Credit Agreement, dated as of May 13, 2008 (as amended, supplemented or otherwise modified from time to time, the " Credit Agreement" ).

Merger Sub has requested that the Lenders agree to amend certain provisions of the Credit Agreement as set forth herein.

The Required Lenders are willing so to amend the Credit Agreement pursuant to the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

SECTION 1. Definitions . Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement. SECTION 2. Amendment to Section 2.05 . Section 2.05 of the Credit Agreement is hereby amended as follows: (a) by adding the following as a new subclause (d):

" (d) AHYDO Catch-Up Payment . On the first Interest Payment Date following the fifth anniversary of the " issue date" (as defined in Treasury Regulation Section 1.1273-2(a)(2), " Issue Date" ) of each Loan made on the Closing Date, and on each Interest Payment Date thereafter, the Parent Borrower shall prepay a portion of the principal of such Loan in an amount equal to the AHYDO Catch-Up Payment with respect to such Loan for such Interest Payment Date. On the first Interest Payment Date following the fifth anniversary of the " Issue Date" of any Delayed Draw 1 Term Loan, and on each Interest Payment Date thereafter, the Parent Borrower shall prepay a portion of such Delayed Draw 1 Term Loan in an amount equal to the AHYDO Catch-Up Payment with respect to such Loan for such Interest Payment Date. On the first Interest Payment Date following the fifth anniversary of the " Issue Date" of any Delayed Draw 2 Term Loan, and on each Interest Payment Date thereafter, the Parent Borrower shall prepay a portion of such Delayed Draw 2 Term Loan in an amount equal to the AHYDO

Catch-Up Payment with respect to such Loan for such Interest Payment Date. On the first Interest Payment Date following the fifth anniversary of the " Issue Date" of any Revolving Credit Loan, and on each Interest Payment Date thereafter, the Parent Borrower shall prepay a portion of such Revolving Credit Loan in an amount equal to the AHYDO Catch-Up Payment with respect to such Loan for such Interest Payment Date. For the purposes of this Section 2.05(d), the " AHYDO Catch-Up Payment" for a particular Interest Payment Date with respect to a particular Loan means the minimum principal prepayment sufficient to ensure that as of the close of such Interest Payment Date, the aggregate amount which would be includible in gross income with respect to such Loan before the close of such Interest Payment Date (as described in Section 163(i)(2)(A) of the Internal Revenue Code of 1986, as amended (the " Code)) does not exceed the sum (described in Section 163(i)(2)(B) of the Code) of (i) the aggregate amount of interest to be paid under such Loan (including for this purpose any AHYDO Catch-Up Payments) made before the close of such Interest Payment Date plus (ii) the product of the issue price of such Loan as defined in Section 1273(b) of the Code (that is, the first price at which a substantial amount of the Loan is sold, disregarding for this purpose sales to bond houses, brokers or similar persons acting in the capacity of underwriters, placement agents or wholesalers) and its yield to maturity (within the meaning of Section 163(i)(2)(B) of the Code), with the result that that such Loan is not treated as having " significant original issue discount" within the meaning of Section 163(i)(1)(C) of the Code; provided , however ...

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