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UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA


UNITED STATES OF AMERICA
Department of Justice, Antitrust Division   
325 7th Street, N.W., Suite 300
Washington, DC 20530,

                  Plaintiff,

                  v.

BAIN CAPITAL, LLC
111 Huntington Ave.
Boston, MA 02199,

and

THOMAS H. LEE PARTNERS, L.P.   
100 Federal St. 35th Fl.
Boston, MA 02110,

and

CLEAR CHANNEL
COMMUNICATIONS, INC.
200 E. Basse Rd.
San Antonio, TX 78209,

                  Defendants.


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Civil Action No.: 1:08-cv-00245

Filed: 07/03/2008
Assigned to: Robertson, James
Assign. Date: 2/13/2008
Description: Antitrust



CERTIFICATE OF COMPLIANCE WITH PROVISIONS OF
THE ANTITRUST PROCEDURES AND PENALTIES ACT

Plaintiff, United States of America, by its undersigned attorney, hereby certifies that, in compliance with the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16(b)-(h) ("APPA"), the following procedures have been followed in preparation for the entry of the Final Judgment in the above-captioned matter:

1. The Complaint, Competitive Impact Statement, proposed Final Judgment, and Hold Separate Stipulation and Order ("Hold Separate Order"), by which the parties have agreed to the Court's entry of the Final Judgment following compliance with the APPA, were filed on February 13, 2008.

2. Pursuant to 15 U.S.C. § 16(b), the proposed Final Judgment, Hold Separate Order, and Competitive Impact Statement were published in the Federal Register on February 28, 2008 (73 Fed. Reg. 10808). A copy of the Federal Register notice is attached hereto as Exhibit 1.

3. Pursuant to 15 U.S.C. §16(b), copies of the Complaint, Hold Separate Order, proposed Final Judgment, and Competitive Impact Statement were made available to anyone requesting them.

4. Pursuant to 15 U.S.C. § 16(c), a summary of the terms of the proposed Final Judgment, Hold Separate Stipulation and Order, and Competitive Impact Statement was published in The Washington Post, a newspaper of general circulation in the District of Columbia, during a seven-day period in March 2008 (March 9th through March 15th). A copy of the Proof of Publication from The Washington Post is attached hereto as Exhibit 2.

5. On June 20, 2008, defendants Bain Capital, LLC and Thomas H. Lee Partners, L.P. filed with this Court a description of their communications with employees of the United States concerning the proposed Final Judgment, as required by 15 U.S.C. § 16(g). See Exhibit 3.

6. On July 1, 2008, defendant Clear Channel Communications, Inc. filed with this Court a description of its communications with employees of the United States concerning the proposed Final Judgment, as required by 15 U.S.C. § 16(g). See Exhibit 4.

7. The sixty-day public comment period specified in 15 U.S.C. § 16(b) began on February 29, 2008, and ended on April 28, 2008. During that period, the United States did not receive any comments on the proposed settlement.

8. At this stage, with the United States having published its proposed settlement and received no public comments in response, and defendants having certified their pre-settlement contacts with government officials, the parties have fulfilled their obligations under the APPA. Pursuant to the Hold Separate Stipulation and Order the Court entered on March 4, 2008 and 15 U.S.C. §16(e), this Court may now enter the Final Judgment, if it determines that the entry of the Final Judgment is in the public interest.

9. For the reasons set forth in the Competitive Impact Statement, the United States strongly believes that the Final Judgment is in the public interest and urges the Court to enter the Final Judgment without further proceeding.

Dated: July 3, 2008

    Respectfully submitted,



_______________/s/________________
Christopher M. Ries
Daniel McCuaig (D.C. Bar No. 478199)
Attorneys for the United States
Litigation III Section
Antitrust Division
United States Department of Justice
450 5th Street NW, Suite 4000
Washington, DC 20530-0001

Attorneys for Plaintiff


CERTIFICATE OF SERVICE

I hereby certify that on July 3, 2008, I caused copies of the foregoing Certificate of Compliance with Provisions of the Antitrust Procedures and Penalties Act to be served on the defendants in this matter in the manner set forth below:

By electronic mail and first class, postage prepaid U.S. Mail:

Counsel for Defendants Bain Capital, LLC and Thomas H. Lee Partners, L.P.
James M. "Mit" Spears
Ropes & Gray LLP
700 12th Street, N.W.
Suite 900
Washington, DC 20005-3948
Telephone: (202) 508-4681
Facsimile: (202) 383-8320
Email: mit.spears@ropesgray.com

Counsel for Defendant Clear Channel Communications, Inc.
Phillip A. Proger
Jones Day
51 Louisiana Avenue, N.W.
Washington, DC 20001-2113
Telephone: (202) 879-4668
Facsimile: (202) 626-1700
Email: paproger@jonesday.com


_______________/s/________________
Daniel McCuaig (D.C. Bar No. 478199)
United States Department of Justice
Antitrust Division, Litigation III Section
450 5th Street NW, Suite 4000
Washington, DC 20530-0001
Telephone: (202) 307-0520
Facsimile: (202) 514-7308
Email: daniel.mccuaig@usdoj.gov


Exhibit 1

Federal Register/ Vol. 73, No. 40/ Thursday, February 28, 2008 pg 10808-10824


Exhibit 2

Ad # 10324781 Name US DEPT OF JUSTICE/ANTI TRUS ATTN: MAUR Size 66 Lines T0001
Class 830 PO# 1:08-cv-00245 Authorized by SABRINA BROWN Account 1010122583


PROOF OF PUBLICATION

District of Columbia, ss., Personally appeared before me, a Notary Public in and for the said District, Nicole McKinney well known to me to be Billing Manager of The Washington Post, a daily newspaper published in the City of Washington, District of Columbia, and making oath in due form of law that an advertisement containing the language annexed hereto was published in said newspaper on the dates mentioned in the certificate herein.

I Hereby Certify that the attached advertisement was published in The Washington Post, a daily newspaper, upon the following date(s) at a cost of $4,165.36 and was circulated in the Washington metropolitan area.

Published 7 times. Date(s) : 09, 10, 11, 12, 13, 14 and 15 of March 2008

Account 1010122583

_______________/s/________________
Witness my hand and official seal this unreadable day of unreadable, 2008

_______________/s/________________

My commission expires _______________________________

Stamp: Nicole Morton-McFadden
Notary Public District of Columbia
My commission expires (unreadable)

DEPARTMENT OF JUSTICE
Antitrust Division TAKE
NOTICE that a proposed
Final Judgment has been
filed in a civil antitrust
case, United States of
America v. Bain Capital,
LLC, Civil Action No. 1:08-
cv-00245. On February 13,
2008, the United States
filed a Complaint alleging
that the proposed
acquisition by Bain
Capital, LLC and Thomas H.
Lee Parteners, L.P. of a
controlling interest in
Clear Channel
Communications, Inc. would
violate Section 7 of the
Clayton Act, 15 U.S.C. §
18. The proposed Final
Judgment, filed the same
time as the Complaint,
requires Clear Channel to
divest radio stations in
Cincinnati, Ohio; Houston,
Texas; LasVegas, Nevada;
and San Francisco,
California, along with
certain related assets. A
Competitive Impact
Statement filed by the
United States describes
the Complaint, the
proposed Final Judgment,
the industry, and the
remedies available to
private litigants who may
have been injured by the
alleged violation. Copies
of the Complaint, proposed
Final Judgment, and
Competitive Impact
Statement are available for
inspection at the
Department of Justice,
Antitrust Division,
Antitrust Documents Group,
325 7th Street, N.W., Suite
215, Washington, D.C. 20530
(telephone: 202-514-2481),
on the Department of
Justice's website
(www.usdoj.gov/atr), and
at the Office of the Clerk
of the United States
District Court for the
District of Columbia.
Interested persons may
address comments to John
Read, Chief, Litigation
III Section, Antitrust
Division, Department of
Justice, Washington, D.C.
20530, (telephone: 202-307-
0462), within 60 days of
the date of this notice.


EXHIBIT 3

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA



UNITED STATES OF AMERICA,    

                  Plaintiff,

                  v.

BAIN CAPITAL, LLC

and

THOMAS H. LEE PARTNERS, L.P.

and

CLEAR CHANNEL COMMUNICATIONS, INC.   

                  Defendants.


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Civil Action No. 1:08-cv-00245


DESCRIPTION OF WRITTEN OR ORAL COMMUNICATIONS
CONCERNING THE PROPOSED FINAL JUDGMENT IN THIS ACTION
AND CERTIFICATION OF COMPLIANCE UNDER 15 U.S.C. § 16(g)
BY BAIN CAPITAL, LLC AND THOMAS H. LEE PARTNERS. L.P.

Pursuant to Section 2(g) of the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16(g), defendants Bain Capital, LLC and Thomas H. Lee Partners, L.P., ("Bain Capital" and "TH Lee"), by their attorneys, submits this pleading to describe all written or oral communications by or on behalf of Bain Capital and TH Lee with any officer or employee of the United States concerning the proposed Final Judgment filed in this action on February 13, 2008. In accordance with Section 2(g), this description excludes any communications "made by counsel of record alone with the Attorney General or the employees of the Department of Justice alone." 15 U.S.C. § 16(g).

To the best of Bain Capital and TH Lee's knowledge, after appropriate inquiry, we have been able to identify only one instance where representatives of TH Lee met directly with employees of the Department of Justice. That meeting, which occurred at the Justice Department's offices at 325 Seventh Street, NW, Washington, DC on September 13, 2007, was convened at the request of TH Lee and Bain Capital to discuss restrictions proposed by the staff that would limit the ability of directors in the acquired company to serve as directors or board observers to other broadcasting entities. James Carlisle and Richard Bressler attended and participated in the meeting in behalf of TH Lee. Attendees from the Department of Justice included Ora Nwabueze, John R. Read, Christopher Ries and other representatives of the Department of Justice. Representatives of the parties included James M. ("Mit") Spears of Ropes & Gray, LLP and Hew Pate of Hunton & Williams LLP representing Bain Capital and TH Lee.

Apart from that meeting, there have been no written or oral communications by or on behalf of Bain Capital or TH Lee with any officer or employee of the United States concerning the proposed Final Judgment, except for communications between counsel of record for Bain Capital and TH Lee and employees of the Department of Justice Antitrust Division. Clear Channel therefore certifies that the requirements of Section 2(g) have been complied with and that this description of communications by or on behalf of Bain Capital and TH Lee and required to be reported under Section 2(g) is true and complete.

June 20, 2008

    Respectfully submitted,



_______________/s/__Amy E. Craig__
Amy E. Craig
(D.C. Bar No. 976901)
ROPES & GRAY LLP
One Metro Center
700 12th Street, NW, Suite 900
Washington, DC 20005
(202) 508-4736
Counsel for Bain Capital, LLC and Thomas H. Lee
Partners, L.P.

_______________/s/________________
James M. Spears
(D.C. Bar No.428958)
ROPES & GRAY LLP
One Metro Center
700 12th Street, NW, Suite 900
Washington, DC 20005
(202)508-4681
Counsel for Bain Capital, LLC and Thomas H. Lee
Partners, L.P.


CERTIFICATE OF SERVICE

I hereby certify that on June 20, 2008, I caused a copy of the foregoing Description of Written or Oral Communications Concerning the Proposed Final Judgment in this Action and Certification of Compliance Under 15 U.S.C. § 16(g) by Bain Capital, LLC and Thomas H. Lee Partners, L.P. to be served on the counsel of record in this matter in the manner set forth below:

Electronically by means of the Court's ECF system and by Federal Express:

Daniel McCuaig
United States Department of Justice
Antitrust Division, Litigation III Section
325 Seventh Street, N.W., Suite 300
Washington, DC 20530
Telephone: (202) 307-0520
Facsimile: (202) 514-7308
Email: daniel.mccuaig@usdoj.gov

Phillip A. Proger
Jones Day
51 Louisiana Avenue, N.W.
Washington, DC 20001-2113
Telephone: (202) 879-4668
Facsimile: (202) 626-1700
Email: paproger@jonesday.com


_______________/s/__Amy E. Craig__
Amy E. Craig
(D.C. Bar No. 976901)
ROPES & GRAY LLP
One Metro Center
700 12th Street, NW, Suite 900
Washington, DC 20005
(202) 508-4736
Counsel for Bain Capital, LLC and Thomas H. Lee
Partners, L.P.


EXHIBIT 4

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA



UNITED STATES OF AMERICA,    

                  Plaintiff,

                  v.

BAIN CAPITAL, LLC

and

THOMAS H. LEE PARTNERS, L.P.

and

CLEAR CHANNEL COMMUNICATIONS, INC.   

                  Defendants.


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Civil Action No. l:08-cv-00245

Filed: Feb. 13, 2008

Judge: Robertson, James

Description: Antitrust

DESCRIPTION OF WRITTEN OR ORAL COMMUNICATIONS
CONCERNING THE PROPOSED FINAL JUDGMENT IN THIS ACTION
AND CERTIFICATION OF COMPLIANCE UNDER 15 U.S.C. § 16(g)
BY CLEAR CHANNEL COMMUNICATIONS, INC.

Pursuant to Section 2(g) of the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16(g), defendant Clear Channel Communications, Inc. ("Clear Channel"), by its attorneys, submits this pleading to describe all written or oral communications by or on behalf of Clear Channel with any officer or employee of the United States concerning the proposed Final Judgment filed in this action on February 13, 2008. In accordance with Section 2(g), this description excludes any communications "made by counsel of record alone with the Attorney General or the employees of the Department of Justice alone." 15 U.S.C. § 16(g).

To the best of Clear Channel's knowledge, after appropriate inquiry, there have been no written or oral communications by or on behalf of Clear Channel with any officer or employee of the United States concerning the proposed Final Judgment, except for communications between counsel of record for Clear Channel and employees of the Department of Justice Antitrust Division. Clear Channel therefore certifies that the requirements of Section 2(g) have been complied with and that this description of communications by or on behalf of Clear Channel and required to be reported under Section 2(g) is true and complete.

    Respectfully submitted,



_______________/s/__Phillip A. Proger
Phillip A. Proger
(D.C.Bar No. #929596)
Jones Day
51 Louisiana Avenue, NW
Washington, DC 20001
(202) 879-4668
Counsel for Clear Channel Communications, Inc.

July 1, 2008


CERTIFICATE OF SERVICE

I hereby certify that copies of the foregoing Defendant's Description of Written or Oral Communications Concerning The Proposed Final Judgment in This Action And Certification of Compliance Under 15 U.S.C. § 16(g) and Notice of Appearance were served electronically by means of the Court's ECF system and by first-class mail this 1st day of July 2008 upon each of the parties listed below:

Daniel McCuaig, Esq.
Antitrust Division
Litigation III Section
U.S. Department of Justice
450 5th St., NW
Washington, DC 20530
Counsel for United States of America
Telephone: (202) 307-0520
Facsimile: (202) 514-7308
Email: daniel.mccuaig@usdoj.gov

James M. "Mit" Spears, Esq.
Amy E. Craig, Esq.
Ropes & Gray, LLP
One Metro Center
700 12th Street, NW, Suite 900
Washington, DC 20005
Counsel for Bain Capital, LLC and Thomas H. Lee Partners, L.P.
Telephone: (202) 508-4681
Facsimile: (202) 383-8320
Email: mit.spears@ropesgray.com
amy.craig@ropesgray.com


_______________/s/__Phillip A. Proger
Phillip A. Proger
(D.C.Bar No. #929596)
Jones Day
51 Louisiana Avenue, N.W.
Washington, DC 20001
(202) 879-4668
Counsel for Clear Channel Communications, Inc.