Second Amendment to Employment Agreement - L. Lowry Mays

Exhibit 10.1

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

     WHEREAS Clear Channel Communications, Inc. (hereinafter referred to as “Company”) and L. Lowry Mays (hereinafter referred to as “Executive”) entered into an Employment Agreement dated as of October 1, 1999; and

     WHEREAS, the Company and the Executive entered into an Amended and Restated Employment Agreement dated as of March 10, 2005 (hereinafter referred to as the “2005 Agreement”); and

     WHEREAS, in reference to the transaction contemplated by the Agreement and Plan of Merger between BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC and the Company, dated November 16, 2006 (the “Merger Agreement”), the Company and the Executive desire to amend the above-referenced 2005 Agreement;

     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties enter into this Second Amendment to Employment Agreement (“Second Amendment”).

     The Effective Date of this Second Amendment is November 16, 2006.

     As of the Effective Date of this Second Amendment, all rights and obligations of the parties with respect to the contents hereof shall be set forth in this Second Amendment and the 2005 Agreement, as amended hereby. The 2005 Agreement is not superseded except to the extent modified by this Second Amendment.

1.

Section 6(d)(viii) of the 2005 Agreement is deleted in its entirety and replaced as follows:

(viii) a Change in Control of the Company; provided however, notwithstanding anything to the contrary in the 2005 Agreement, the parties hereby agree that neither the transaction contemplated by the Merger Agreement nor the closing of any “Superior Proposal” in which a Company Termination Fee would be required to be paid by the Company under the Merger Agreement (an “Alternative Transaction”) shall be considered a “Change of Control” for purposes of this Section 6(d)(viii). The terms “Superior Proposal” and “Company Termination Fee” shall have the meanings ascribed to them in the Merger Agreement.

2.

Effective immediately prior to the closing of the Merger or an Alternative Transaction, without any further action of the parties hereto:

(a) Section 8(a)(i) of the 2005 Agreement is deleted in its entirety and replaced as follows:

     (i) within five (5) days following such termination, the Company shall pay to Executive his Base Salary, Bonus and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination; and

(b) Sections 8(a)(v) and 8(a)(vi) of the 2005 Agreement are deleted in their entirety.

(c) Section 8(a)(vii) is hereby corrected by deleting the reference to Section 8(a)(vi) contained therein and replacing it with section 8(a)(vii).

(d) Section 8(c)(i) of the 2005 Agreement is deleted in its entirety and replaced as follows:

     (i) the Company shall provide to Executive (A) his Base Salary, Bonus and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) Continued Benefits for seven (7) years; and

3.		This Second Amendment represents the complete and total understanding of the parties with respect to the content hereof, and cannot be modified or altered except if done so in writing, executed by both parties.
4.		This Second Amendment shall in no way modify, alter, change or otherwise delete any provision of the 2005 Agreement unless specifically done so by the terms of this Second Amendment, and all the remaining provisions of the 2005 Agreement shall remain in full force and effect.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

     IN WITNESS WHEREOF, the parties have duly executed and delivered this Second Amendment as of the date written below.