August 30, 1999 William J. Banowsky, Esq. General Counsel AMFM INC. 600 Congress Avenue Suite 400 Austin, TX 78701 Dear Mr. Banowsky: Reference is made to the Asset Exchange Agreement dated as of August 30, 1999 (the "Exchange Agreement") between Cox...

Xxxxxxx X. Xxxxxxxx, Esq.
August 30, 1999
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                                                            August 30, 1999

Xxxxxxx X. Xxxxxxxx, Esq.
General Counsel
AMFM INC.
000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, XX  00000

Dear Xx. Xxxxxxxx:

     Reference is made to the Asset  Exchange  Agreement  dated as of August 30,
1999 (the "Exchange  Agreement")  between Cox Radio,  Inc. ("Cox") and AMFM INC.
("AFM") that the parties are executing and delivering today.

     This will confirm the additional agreements between Cox and AFM as follows.

     1. Each party's execution of the Exchange Agreement is conditioned upon the
express  approval of its Board of Directors.  The executive  officers of Cox and
AFM agree to  present  the  Exchange  Agreement  to their  respective  Boards of
Directors for approval within three (3) business days of the date hereof.

     2.  Each  party  has  delivered  to the  other  a draft  set of  disclosure
schedules to the Exchange  Agreement.  Representatives of both parties are still
reviewing the schedules and it is anticipated that additional  materials must be
delivered so that each party can complete its due diligence review.  Each of AFM
and Cox agrees that it will deliver  final  schedules to the other no later than
twenty-one  (21) days  after the date  hereof  with such  non-material  changes,
additions   or  deletions  as  may  be  required  to  ensure  the  accuracy  and
completeness  of such party's  representations  and  warranties  in the Exchange
Agreement.

     3. Cox and AFM agree to (a)  negotiate in good faith and to execute as soon
as practicable the Time Brokerage Agreements contemplated by (and as defined in)
the Exchange  Agreement so that the parties may  commence  operations  under the
Time  Brokerage  Agreements  by  October  1,  1999,  subject  to  receipt of all
necessary  regulatory  approvals,  and (b)  negotiate  in good faith the form of
opinions of counsel referenced in the Exchange Agreement.

                       [Signatures continue on next page]



                                          Very truly yours,

                                          COX RADIO, INC.


                                          By: /s/ Xxxxxx X.Xxxx
                                          Name: Xxxxxx X.Xxxx
                                          Title: President and Chief Executive
                                                 Officer


The foregoing is hereby ACCEPTED on behalf of AMFM INC.


AMFM INC.


By:/s/ Xxxxxxx X. X'Xxxxx
Name: Xxxxxxx X. X'Xxxxx
Xxxxx: Chief Operating Officer