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PROXY
SFX ENTERTAINMENT, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert F.X. Sillerman and Howard J.
Tytel, and each of them (with full power to designate substitutes), proxies for
the undersigned to represent, vote and act with respect to all shares of common
stock of SFX Entertainment, Inc. (the "Company") held of record by the
undersigned at the close of business on ________________, 2000 at SFX's annual
meeting of stockholders to be held on ________________, 2000, 10:00 a.m. local
time at [Winston & Strawn, 200 Park Avenue, 41st Floor, New York, New York] and
any adjournments or postponements thereof, upon the matters designated below and
upon such other matters as may properly come before the meeting, according to
the number of votes the undersigned might cast and with all powers the
undersigned would possess if personally present.
1. CHARTER AMENDMENT: To approve and adopt amendments to the Company's Amended
and Restated Certificate of Incorporation to allow the holders of shares of
the Company's Class B common stock to receive higher consideration per
share in the merger than the holders of shares of Class A common stock,
as set forth in the merger agreement.
2. MERGER AGREEMENT: To approve and adopt the Agreement and Plan of Merger,
dated as of February 28, 2000, among Clear Channel Communications, Inc.,
CCU II Merger Sub, Inc. and the Company, and the merger contemplated
thereby. The merger agreement is described in, and attached as Annex A to,
the accompanying Document.
3. 2000 STOCK OPTION AND RESTRICTED STOCK PLAN: To approve and adopt the 2000
Stock Option and Restricted Stock Plan to become effective only if the
proposed merger is not approved.
4. ELECTION OF DIRECTORS: Election of twelve directors of SFX to serve until
the 2001 annual meeting of stockholders or until their successors are
elected and qualified. Nominees: Robert F.X. Sillerman, Michael G. Ferrel,
Brian E. Becker, David Falk, Howard J. Tytel, Thomas P. Benson, Richard A.
Leise, D. Geoffrey Armstrong, James F. O'Grady, Jr., Paul Kramer, Edward
F. Dugan and John D. Miller.
5. RATIFY APPOINTMENT OF INDEPENDENT ACCOUNTANTS.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE
BOX, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOX IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS.
[X] Please mark your votes as in this example.
WHEN PROPERLY EXECUTED THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE THIS PROXY WILL
BE VOTED FOR ELECTION OF EACH NOMINEE FOR DIRECTOR AND FOR ITEMS 1, 2, AND 4.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3, AND 4.
(Please See Reverse Side)
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1. Merger Agreement. [ ] For [ ] Against [ ] Abstain 4. Election of Directors. (see reverse) For, except vote
withheld from the following nominee(s):
2. Charter Amendment. [ ] For [ ] Against [ ] Abstain
[ ] For [ ] Withheld
3. 2000 Stock Option and Restricted Stock Plan. 5. Ratify appointment of independent accountants.
[ ] For [ ] Against [ ] Abstain [ ] For [ ] Against [ ] Abstain
In their discretion the proxies are authorized to vote
upon such other business as may properly come before the
meeting.
NOTE: Please mark the proxy, sign exactly as your name
appears below, and return it promptly in the enclosed
addressed envelope. When shares are held by joint tenants,
both parties should sign. When signing as an attorney,
executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full
corporate name by the President or other authorized
person. If a partnership, please sign in full partnership
name by an authorized person.
Dated , 2000
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Signature
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Signature (if held jointly)
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Title
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