Focus Media Holding SC 13D/A / Jiang Jason Nanchun ownership change | FMCN 18 Apr 12

Exhibit 23

EXECUTION VERSION

AMENDMENT TO THE CONFIRMATION


To:		JJ Media Investment Holding Limited
		c/o Focus Media Holding Limited
		28-30 /F, Zhao Feng World Trade Building
		369 Jiangsa Road
		Shanghai 200050
		People’s Republic of China

From:		Goldman Sachs International

Subject:		Capped Call Transaction 1

Ref. No:		SDB1631930669

Date:		September 30, 2011

The purpose of this Amendment to the Confirmation (this “Amendment”) is to amend certain terms and conditions of the Transaction (as defined below) entered into between Goldman Sachs International (“GSI”) and JJ Media Investment Holding Limited (“Counterparty”) (together, the “Contracting Parties”).

This Amendment amends, supplements and forms part of the Confirmation, dated as of September 7, 2010 (as amended by the Amendment to the Confirmation, dated as of June 22, 2011, the “Confirmation”), between the Contracting Parties, in respect of a certain Capped Call Transaction 1 (the “Transaction”) relating to the Shares, supplementing the Master Confirmation, dated as of September 7, 2010, between the Contracting Parties (the “Master Confirmation”), as amended by the Amendment to the Master Confirmation, dated as of June 21, 2011, and as further amended or supplemented from time to time. Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Confirmation or the Master Confirmation, as applicable.

In consideration of the premises and the agreements, provisions and covenants contained in this Amendment, the Contracting Parties hereby agree as follows:

1. The effectiveness of the provisions of paragraphs 2, 3, 4 and 6 of this Amendment shall be subject to the following conditions (the time at which the last such condition is satisfied being the “AmendmentEffective Time”):

Underlying Shares Issuer and GSI shall have executed a letter agreement in respect of certain matters relating to this Amendment; and

The representations and warranties of Underlying Shares Issuer contained in the letter agreement referenced in clause (a) above shall be true and correct as of the date hereof.

2. Subject to paragraph 1 of this Amendment, the Confirmation is hereby amended as follows:

For purposes of the Transaction to which the Confirmation relates, the definition in the Master Confirmation for each of the following defined terms is hereby replaced with the respective definition that follows:


Cash Settlement:		Notwithstanding Section 8.1 of the Equity Definitions, on each Cash Settlement Payment Date for the Transaction, for the respective Components of the Transaction for such Cash Settlement Payment Date, GSI shall pay to Counterparty an amount equal to (i) the sum of the Option Cash Settlement


		Amounts for all such Components of the Transactionminus (ii) the aggregate amount paid to Counterparty by GSI for all such Components of the Transaction pursuant to the provisions opposite the caption “Cash Settlement Prepayment” in respect of each Periodic Prepayment Date occurring prior to such Cash Settlement Payment Date;providedthat, if, as of any Cash Settlement Payment Date, Counterparty shall not have fulfilled its obligations under paragraph 6 of this Amendment, such Cash Settlement Payment Date shall be postponed to occur as of the first such date such obligations have been fulfilled;provided,furtherthat, for the avoidance of doubt, the occurrence of the Cash Settlement Payment Date pursuant to clause (ii) of the definition of Cash Settlement Payment Date will result in (x) full settlement of the Components of the Transaction with an Expiration Date occurring on or prior to September 29, 2011 and (y) any 20% decrease in the “Number of Options” for the Transaction pursuant to the provisions opposite the caption “Corporate Transaction Adjustment” in the Master Confirmation that is made after such Cash Settlement Payment Date not being made for any Component of the Transaction with an Expiration Date occurring on or prior to September 29, 2011.

Cash Settlement Payment Date:		(i) For each Component of the Transaction with an Expiration Date occurring on or prior to June 22, 2011, the third (3^rd) Currency Business Day following June 22, 2011; (ii) for each Component of the Transaction with an Expiration Date occurring during the period commencing on September 6, 2011 and ending on, and including September 29, 2011, the third (3^rd) Currency Business Day following September 29, 2011; and (iii) for all other Components of the Transaction, the third (3^rd) Currency Business Day following the Expiration Date for such Component with the latest scheduled Expiration Date.

For purposes of the Transaction to which the Confirmation relates, the definition of the term “Periodic Prepayment Date” is hereby deleted and replaced with the following:


Periodic Prepayment Date:		(i) For each Component of the Transaction with an Expiration Date occurring on or prior to June 17, 2011, June 22, 2011; (ii) for each Component of the Transaction with an Expiration Date occurring after June 22, 2011 and prior to the date one Settlement Cycle immediately preceding the Cash Settlement Payment Date determined pursuant to clause (iii) of the definition of Cash Settlement Payment Date, the third (3^rd) Currency Business Day following the Expiration Date for such Component;providedthat, for the avoidance of doubt, there shall be no Periodic Prepayment Date for each Component of the Transaction with an Expiration Date occurring after June 17, 2011 and on or prior to June 22, 2011.

3. Subject to paragraph 1 of this Amendment, the Confirmation is hereby amended by (i) replacing the table therein setting forth the Component Number of Options, the Strike Price and Cap Price with respect to the specified Components and scheduled Expiration Date for each Component of the Transaction to which the Confirmation relates with the table set forth in Attachment 1 hereto and (ii) replacing the date opposite the caption “Final Disruption Date” therein with the date January 4, 2012.

4. Subject to paragraph 1 of this Amendment, for purposes of the Transaction to which the Confirmation relates, the provisions opposite the caption “Corporate Transaction Adjustment” in the Master Confirmation shall be amended by replacing the portion of the proviso in “Corporate Transaction Adjustment” from the beginning of such proviso to, and including, the words “any Component” immediately preceding the parenthetical “(the “Unwind Reference Period”)” in the fifth and sixth lines thereafter in its entirety with the following: “providedthat, the occurrence of a Corporate Transaction Event or a Related Corporate Transaction Event during the period consisting of (x) the period commencing on the date that is ten (10) Scheduled Trading Days prior to the scheduled Expiration Date specified for the first Component for any Transaction and concluding on the last Valuation Date to occur for any Component with a scheduled Expiration Date of September 29, 2011, and (y) the period commencing on the date that is ten (10) Scheduled Trading Days prior to the first scheduled Expiration Date for any Component of any Transaction scheduled to occur after September 29, 2011 and concluding on the last Valuation Date to occur for any Component”.

5. (i) In connection with this Amendment, as of the date hereof, each Contracting Party repeats its representations contained in Section 3 of the Agreement and its representations, warranties and agreements contained in Section 6 of the Master Confirmation (except for Section 6(b)(i) of the Master Confirmation).

(ii) Counterparty represents and warrants to, and agrees with, GSI that, as of the date hereof, Counterparty is not aware of any material nonpublic information concerning Underlying Shares Issuer, the Shares or the Underlying Shares.

(iii) For the avoidance of doubt, GSI hereby agrees that neither the entry into this Amendment by Counterparty nor any discussions or communications between the Contracting Parties regarding this Amendment shall be construed in any way as a breach by Counterparty of its agreement contained in Section 6(e) of the Master Confirmation.

6. Subject to paragraph 1 of this Amendment, for purposes of the Transaction to which the Confirmation relates, GSI hereby agrees that none of the announcement by Underlying Share Issuer or Counterparty of, the entry by the Underlying Share Issuer, under its USD 450 million Share repurchase program, into a 10b5-1 open market repurchase agreement on or about the date hereof or any transactions effected pursuant to such repurchase agreement shall constitute a Corporate Transaction Event or a Related Corporate Transaction Event under the Master Confirmation except for purchases under such program that are effected during the period commencing on the date that is ten (10) Scheduled Trading Days prior to the first scheduled Expiration Date for any Component of any Transaction scheduled to occur after September 29, 2011 and concluding on the last Valuation Date to occur for any Component.

7. In connection with the amendments contemplated hereby, by 5:00 P.M., New York City time, on the fifth (5th) Scheduled Trading Day immediately following the date hereof, Counterparty shall have delivered to GSI an opinion of British Virgin Islands counsel in form and substance reasonably satisfactory to GSI in respect of this Amendment.

8. This Amendment amends solely the terms and provisions of the Transaction, the Confirmation and the Master Confirmation set forth herein and nothing in this Amendment is intended or shall be construed as amending or waiving any other terms or provisions of the Transaction, the Confirmation, the Master Confirmation or any other rights of the Contracting Parties under the Transaction, the Confirmation or the Master Confirmation. The Contracting Parties acknowledge that each of the Transaction, the Confirmation and the Master Confirmation (each as amended by this Amendment) are in full force and effect and is hereby confirmed and ratified in all respects. References in the Master Confirmation and the Confirmation to the Transaction, to the Confirmation or to the Master Confirmation shall mean the Transaction, the Confirmation and the Master Confirmation as amended by this Amendment.

9. This Amendment and all matters arising in connection with this Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (without reference to its choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law).

10. Counterparty hereby confirms that its Process Agent for the purpose of Section 13(c) of the Agreement is Law Debenture Corporate Services Inc.

11. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

[Remainderof page left blank intentionally]

Counterparty hereby agrees to confirm that the foregoing (in the exact form provided by GSI) correctly sets forth the terms of the agreement between GSI and Counterparty with respect to this Amendment, by manually signing this Amendment or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, Facsimile No. 212-428-198011983.

Yours faithfully,


GOLDMAN SACHS INTERNATIONAL

By:		/s/ Simon Watson
		Name: Simon Watson Title: Managing Director


Agreed and Accepted By: JJ MEDIA INVESTMENT HOLDING LIMITED

By:		/s/ Jason Nanchun Jiang
		Name: Jason Nanchun Jiang Title: Director

ATTACHMENT 1

For each Component of the Transaction, the Component Number of Options, the Strike Price and Cap Price with respect to the specified Components and scheduled Expiration Date (and, solely for illustrative purposes, the expected prepayment date and the expected settlement date) are set forth below:


Component Number	Component Number of Options	Strike Price	Cap Price	Expiration Date	Expected Prepayment Date (post June 22 expiry 80%)	Expected Settlement Date (post June 22 expiry 20%)
1.	56,111	17.3250	25.9875	7-Jun-2011	22-Jun-2011	27-Jun-2011
2.	56,111	17.3250	25.9875	8-Jun-2011	22-Jun-2011	27-Jun-2011
3.	56,111	17.3250	25.9875	9-Jun-2011	22-Jun-2011	27-Jun-2011
4.	56,111	17.3250	25.9875	10-Jun-2011	22-Jun-2011	27-Jun-2011
5.	56,111	17.3250	25.9875	13-Jun-2011	22-Jun-2011	27-Jun-2011
6.	56,111	17.3250	25.9875	14-Jun-2011	22-Jun-2011	27-Jun-2011
7.	56,111	17.3250	25.9875	15-Jun-2011	22-Jun-2011	27-Jun-2011
8.	56,111	17.3250	25.9875	16-Jun-2011	22-Jun-2011	27-Jun-2011
9.	56,111	17.3250	25.9875	17-Jun-2011	22-Jun-2011	27-Jun-2011
10.	56,111	17.3250	25.9875	20-Jun-2011	N/A	27-Jun-2011
11.	56,111	17.3250	25.9875	21-Jun-2011	N/A	27-Jun-2011
12.	56,111	17.3250	25.9875	22-Jun-2011	N/A	27-Jun-2011
13.	65,691	17.3250	25.9875	6-Sep-2011	9-Sep-2011	4-Oct-2011
14.	65,691	17.3250	25.9875	7-Sep-2011	12-Sep-2011	4-Oct-2011
15.	65,691	17.3250	25.9875	8-Sep-2011	13-Sep-2011	4-Oct-2011
16.	65,691	17.3250	25.9875	9-Sep-2011	14-Sep-2011	4-Oct-2011
17.	65,691	17.3250	25.9875	12-Sep-2011	15-Sep-2011	4-Oct-2011
18.	65,691	17.3250	25.9875	13-Sep-2011	16-Sep-2011	4-Oct-2011
19.	65,691	17.3250	25.9875	14-Sep-2011	19-Sep-2011	4-Oct-2011
20.	65,691	17.3250	25.9875	15-Sep-2011	20-Sep-2011	4-Oct-2011
21.	65,691	17.3250	25.9875	16-Sep-2011	21-Sep-2011	4-Oct-2011
22.	65,691	17.3250	25.9875	19-Sep-2011	22-Sep-2011	4-Oct-2011
23.	65,691	17.3250	25.9875	20-Sep-2011	23-Sep-2011	4-Oct-2011
24.	65,691	17.3250	25.9875	21-Sep-2011	26-Sep-2011	4-Oct-2011
25.	65,691	17.3250	25.9875	22-Sep-2011	27-Sep-2011	4-Oct-2011
26.	65,691	17.3250	25.9875	23-Sep-2011	28-Sep-2011	4-Oct-2011
27.	65,691	17.3250	25.9875	26-Sep-2011	29-Sep-2011	4-Oct-2011
28.	65,691	17.3250	25.9875	27-Sep-2011	30-Sep-2011	4-Oct-2011
29.	65,691	17.3250	25.9875	28-Sep-2011	3-Oct-2011	4-Oct-2011
30.	65,691	17.3250	25.9875	29-Sep-2011	4-Oct-2011	4-Oct-2011
31.	83,938	19.1250	27.7875	28-Nov-11	1-Dec-11	27-Dec-11
32.	83,938	19.1250	27.7875	29-Nov-11	2-Dec-11	27-Dec-11
33.	83,938	19.1250	27.7875	30-Nov-11	5-Dec-11	27-Dec-11
34.	83,938	19.1250	27.7875	1-Dec-11	6-Dec-11	27-Dec-11
35.	83,938	19.1250	27.7875	2-Dec-11	7-Dec-11	27-Dec-11
36.	83,938	19.1250	27.7875	5-Dec-11	8-Dec-11	27-Dec-11
37.	83,938	19.1250	27.7875	6-Dec-11	9-Dec-11	27-Dec-11
38.	83,938	19.1250	27.7875	7-Dec-11	12-Dec-11	27-Dec-11
39.	83,938	19.1250	27.7875	8-Dec-11	13-Dec-11	27-Dec-11
40.	83,938	19.1250	27.7875	9-Dec-11	14-Dec-11	27-Dec-11
41.	83,938	19.1250	27.7875	12-Dec-11	15-Dec-11	27-Dec-11
42.	83,938	19.1250	27.7875	13-Dec-11	16-Dec-11	27-Dec-11
43.	83,938	19.1250	27.7875	14-Dec-11	19-Dec-11	27-Dec-11
44.	83,938	19.1250	27.7875	15-Dec-11	20-Dec-11	27-Dec-11
45.	83,938	19.1250	27.7875	16-Dec-11	21-Dec-11	27-Dec-11
46.	83,938	19.1250	27.7875	19-Dec-11	22-Dec-11	27-Dec-11
47.	83,938	19.1250	27.7875	20-Dec-11	23-Dec-11	27-Dec-11
48.	83,951	19.1250	27.7875	21-Dec-11	27-Dec-11	27-Dec-11

EXECUTION VERSION

AMENDMENT TO THE CONFIRMATION


To:		JJ Media Investment Holding Limited c/o Focus Media Holding Limited 28-30 /F, Zhao Feng World Trade Building 369 Jiangsa Road Shanghai 200050 People’s Republic of China






From:		Goldman Sachs International

Subject:		Capped Call Transaction 2

Ref. No:		SDB1631930669

Date:		September 30, 2011

This Amendment amends, supplements and forms part of the Confirmation, dated as of September 7, 2010 (as amended by the Amendment to the Confirmation, dated as of June 22, 2011, the “Confirmation”), between the Contracting Parties, in respect of a certain Capped Call Transaction 2 (the “Transaction”) relating to the Shares, supplementing the Master Confirmation, dated as of September 7, 2010, between the Contracting Parties (the “Master Confirmation”), as amended by the Amendment to the Master Confirmation, dated as of June 21, 2011, and as further amended or supplemented from time to time. Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Confirmation or the Master Confirmation, as applicable.

In consideration of the premises and the agreements, provisions and covenants contained in this Amendment, the Contracting Parties hereby agree as follows:

Underlying Shares Issuer and GSI shall have executed a letter agreement in respect of certain matters relating to this Amendment; and

The representations and warranties of Underlying Shares Issuer contained in the letter agreement referenced in clause (a) above shall be true and correct as of the date hereof.

2. Subject to paragraph 1 of this Amendment, the Confirmation is hereby amended as follows:


		Cash Settlement:		Notwithstanding Section 8.1 of the Equity Definitions, on each Cash Settlement Payment Date for the Transaction, for the respective Components of the Transaction for such Cash Settlement Payment Date, GSI shall pay to Counterparty an amount equal to (i) the sum of the Option Cash Settlement


				Amounts for all such Components of the Transactionminus (ii) the aggregate amount paid to Counterparty by GSI for all such Components of the Transaction pursuant to the provisions opposite the caption “Cash Settlement Prepayment” in respect of each Periodic Prepayment Date occurring prior to such Cash Settlement Payment Date;providedthat, if, as of any Cash Settlement Payment Date, Counterparty shall not have fulfilled its obligations under paragraph 6 of this Amendment, such Cash Settlement Payment Date shall be postponed to occur as of the first such date such obligations have been fulfilled;provided,furtherthat, for the avoidance of doubt, the occurrence of the Cash Settlement Payment Date pursuant to clause (ii) of the definition of Cash Settlement Payment Date will result in (x) full settlement of the Components of the Transaction with an Expiration Date occurring on or prior to September 29, 2011 and (y) any 20% decrease in the “Number of Options” for the Transaction pursuant to the provisions opposite the caption “Corporate Transaction Adjustment” in the Master Confirmation that is made after such Cash Settlement Payment Date not being made for any Component of the Transaction with an Expiration Date occurring on or prior to September 29, 2011.

		Cash Settlement Payment Date:		(i) For each Component of the Transaction with an Expiration Date occurring on or prior to June 22, 2011, the third (3^rd) Currency Business Day following June 22, 2011; (ii) for each Component of the Transaction with an Expiration Date occurring during the period commencing on September 6, 2011 and ending on, and including September 29, 2011, the third (3^rd) Currency Business Day following September 29, 2011; and (iii) for all other Components of the Transaction, the third (3^rd) Currency Business Day following the Expiration Date for such Component with the latest scheduled Expiration Date.

		b. For purposes of the Transaction to which the Confirmation relates, the definition of the term “Periodic Prepayment Date” is hereby deleted and replaced with the following:

		Periodic Prepayment Date:		(i) For each Component of the Transaction with an Expiration Date occurring on or prior to June 17, 2011, June 22, 2011; (ii) for each Component of the Transaction with an Expiration Date occurring after June 22, 2011 and prior to the date one Settlement Cycle immediately preceding the Cash Settlement Payment Date determined pursuant to clause (iii) of the definition of Cash Settlement Payment Date, the third (3^rd) Currency Business Day following the Expiration Date for such Component;providedthat, for the avoidance of doubt, there shall be no Periodic Prepayment Date for each Component of the Transaction with an Expiration Date occurring after June 17, 2011 and on or prior to June 22, 2011.

4. Subject to paragraph 1 of this Amendment, for purposes of the Transaction to which the Confirmation relates, the provisions opposite the caption “Corporate Transaction Adjustment” in the Master Confirmation shall be amended by replacing the portion of the proviso in “Corporate Transaction Adjustment” from the beginning of such proviso to, and including, the words “any Component” immediately preceding the parenthetical “(the “UnwindReference Period”)” in the fifth and sixth lines thereafter in its entirety with the following: “provided that, the occurrence of a Corporate Transaction Event or a Related Corporate Transaction Event during the period consisting of (x) the period commencing on the date that is ten (10) Scheduled Trading Days prior to the scheduled Expiration Date specified for the first Component for any Transaction and concluding on the last Valuation Date to occur for any Component with a scheduled Expiration Date of September 29, 2011, and (y) the period commencing on the date that is ten (10) Scheduled Trading Days prior to the first scheduled Expiration Date for any Component of any Transaction scheduled to occur after September 29, 2011 and concluding on the last Valuation Date to occur for any Component”.

10. Counterparty hereby confirms that its Process Agent for the purpose of Section 13(c) of the Agreement is Law Debenture Corporate Services Inc.

11. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

[Remainder of page left blank intentionally]

Yours faithfully,


GOLDMAN SACHS INTERNATIONAL

By:		/s/ Simon Watson
		Name: Simon Watson
		Title: Managing Director


Agreed and Accepted By:

JJ MEDIA INVESTMENT HOLDING LIMITED

By:		/s/ Jason Nanchun Jiang
		Name: Jason Nanchun Jiang
		Title: Director

ATTACHMENT 1


Component Number	Component Number of Options	Strike Price	Cap Price	Expiration Date	Expected Prepayment Date (post June 22 expiry 80%)	Expected Settlement Date (post June 22 expiry 20%)
1.	56,111	16.3625	26.9500	7-Jun-2011	22-Jun-2011	27-Jun-2011
2.	56,111	16.3625	26.9500	8-Jun-2011	22-Jun-2011	27-Jun-2011
3.	56,111	16.3625	26.9500	9-Jun-2011	22-Jun-2011	27-Jun-2011
4.	56,111	16.3625	26.9500	10-Jun-2011	22-Jun-2011	27-Jun-2011
5.	56,111	16.3625	26.9500	13-Jun-2011	22-Jun-2011	27-Jun-2011
6.	56,111	16.3625	26.9500	14-Jun-2011	22-Jun-2011	27-Jun-2011
7.	56,111	16.3625	26.9500	15-Jun-2011	22-Jun-2011	27-Jun-2011
8.	56,111	16.3625	26.9500	16-Jun-2011	22-Jun-2011	27-Jun-2011
9.	56,111	16.3625	26.9500	17-Jun-2011	22-Jun-2011	27-Jun-2011
10.	56,111	16.3625	26.9500	20-Jun-2011	N/A	27-Jun-2011
11.	56,111	16.3625	26.9500	21-Jun-2011	N/A	27-Jun-2011
12.	56,111	16.3625	26.9500	22-Jun-2011	N/A	27-Jun-2011
13.	65,690	16.3625	26.9500	6-Sep-2011	9-Sep-2011	4-Oct-2011
14.	65,690	16.3625	26.9500	7-Sep-2011	12-Sep-2011	4-Oct-2011
15.	65,690	16.3625	26.9500	8-Sep-2011	13-Sep-2011	4-Oct-2011
16.	65,691	16.3625	26.9500	9-Sep-2011	14-Sep-2011	4-Oct-2011
17.	65,691	16.3625	26.9500	12-Sep-2011	15-Sep-2011	4-Oct-2011
18.	65,691	16.3625	26.9500	13-Sep-2011	16-Sep-2011	4-Oct-2011
19.	65,691	16.3625	26.9500	14-Sep-2011	19-Sep-2011	4-Oct-2011
20.	65,691	16.3625	26.9500	15-Sep-2011	20-Sep-2011	4-Oct-2011
21.	65,691	16.3625	26.9500	16-Sep-2011	21-Sep-2011	4-Oct-2011
22.	65,691	16.3625	26.9500	19-Sep-2011	22-Sep-2011	4-Oct-2011
23.	65,691	16.3625	26.9500	20-Sep-2011	23-Sep-2011	4-Oct-2011
24.	65,691	16.3625	26.9500	21-Sep-2011	26-Sep-2011	4-Oct-2011
25.	65,691	16.3625	26.9500	22-Sep-2011	27-Sep-2011	4-Oct-2011
26.	65,691	16.3625	26.9500	23-Sep-2011	28-Sep-2011	4-Oct-2011
27.	65,691	16.3625	26.9500	26-Sep-2011	29-Sep-2011	4-Oct-2011
28.	65,691	16.3625	26.9500	27-Sep-2011	30-Sep-2011	4-Oct-2011
29.	65,691	16.3625	26.9500	28-Sep-2011	3-Oct-2011	4-Oct-2011
30.	65,691	16.3625	26.9500	29-Sep-2011	4-Oct-2011	4-Oct-2011
31.	83,938	18.1625	28.7500	28-Nov-11	1-Dec-11	27-Dec-11
32.	83,938	18.1625	28.7500	29-Nov-11	2-Dec-11	27-Dec-11
33.	83,938	18.1625	28.7500	30-Nov-11	5-Dec-11	27-Dec-11
34.	83,938	18.1625	28.7500	1-Dec-11	6-Dec-11	27-Dec-11
35.	83,938	18.1625	28.7500	2-Dec-11	7-Dec-11	27-Dec-11
36.	83,938	18.1625	28.7500	5-Dec-11	8-Dec-11	27-Dec-11
37.	83,938	18.1625	28.7500	6-Dec-11	9-Dec-11	27-Dec-11
38.	83,938	18.1625	28.7500	7-Dec-11	12-Dec-11	27-Dec-11
39.	83,938	18.1625	28.7500	8-Dec-11	13-Dec-11	27-Dec-11
40.	83,938	18.1625	28.7500	9-Dec-11	14-Dec-11	27-Dec-11
41.	83,938	18.1625	28.7500	12-Dec-11	15-Dec-11	27-Dec-11
42.	83,938	18.1625	28.7500	13-Dec-11	16-Dec-11	27-Dec-11
43.	83,938	18.1625	28.7500	14-Dec-11	19-Dec-11	27-Dec-11
44.	83,938	18.1625	28.7500	15-Dec-11	20-Dec-11	27-Dec-11
45.	83,938	18.1625	28.7500	16-Dec-11	21-Dec-11	27-Dec-11
46.	83,938	18.1625	28.7500	19-Dec-11	22-Dec-11	27-Dec-11
47.	83,938	18.1625	28.7500	20-Dec-11	23-Dec-11	27-Dec-11
48.	83,951	18.1625	28.7500	21-Dec-11	27-Dec-11	27-Dec-11

EXECUTION VERSION

AMENDMENT TO THE CONFIRMATION



To:		JJ Media Investment Holding Limited
		c/o Focus Media Holding Limited
		28-30 /F, Zhao Feng World Trade Building
		369 Jiangsa Road
		Shanghai 200050
		People’s Republic of China

From:		Goldman Sachs International

Subject:		Capped Call Transaction 3

Ref. No:		SDB1631930669

Date:		September 30, 2011

This Amendment amends, supplements and forms part of the Confirmation, dated as of September 7, 2010 (as amended by the Amendment to the Confirmation, dated as of June 22, 2011, the “Confirmation”), between the Contracting Parties, in respect of a certain Capped Call Transaction 3 (the “Transaction”) relating to the Shares, supplementing the Master Confirmation, dated as of September 7, 2010, between the Contracting Parties (the “Master Confirmation”), as amended by the Amendment to the Master Confirmation, dated as of June 21, 2011, and as further amended or supplemented from time to time. Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Confirmation or the Master Confirmation, as applicable.

In consideration of the premises and the agreements, provisions and covenants contained in this Amendment, the Contracting Parties hereby agree as follows:

Underlying Shares Issuer and GSI shall have executed a letter agreement in respect of certain matters relating to this Amendment; and

The representations and warranties of Underlying Shares Issuer contained in the letter agreement referenced in clause (a) above shall be true and correct as of the date hereof.

2. Subject to paragraph 1 of this Amendment, the Confirmation is hereby amended as follows:


Cash Settlement:		Notwithstanding Section 8.1 of the Equity Definitions, on each Cash Settlement Payment Date for the Transaction, for the respective Components of the Transaction for such Cash Settlement Payment Date, GSI shall pay to Counterparty an amount equal to (i) the sum of the Option Cash Settlement



		Amounts for all such Components of the Transaction minus (ii) the aggregate amount paid to Counterparty by GSI for all such Components of the Transaction pursuant to the provisions opposite the caption “Cash Settlement Prepayment” in respect of each Periodic Prepayment Date occurring prior to such Cash Settlement Payment Date; provided that, if, as of any Cash Settlement Payment Date, Counterparty shall not have fulfilled its obligations under paragraph 6 of this Amendment, such Cash Settlement Payment Date shall be postponed to occur as of the first such date such obligations have been fulfilled; provided, further that, for the avoidance of doubt, the occurrence of the Cash Settlement Payment Date pursuant to clause (ii) of the definition of Cash Settlement Payment Date will result in (x) full settlement of the Components of the Transaction with an Expiration Date occurring on or prior to September 29, 2011 and (y) any 20% decrease in the “Number of Options” for the Transaction pursuant to the provisions opposite the caption “Corporate Transaction Adjustment” in the Master Confirmation that is made after such Cash Settlement Payment Date not being made for any Component of the Transaction with an Expiration Date occurring on or prior to September 29, 2011.

Cash Settlement Payment Date:		(i) For each Component of the Transaction with an Expiration Date occurring on or prior to June 22, 2011, the third (3^rd) Currency Business Day following June 22, 2011; (ii) for each Component of the Transaction with an Expiration Date occurring during the period commencing on September 6, 2011 and ending on, and including September 29, 2011, the third (3^rd) Currency Business Day following September 29, 2011; and (iii) for all other Components of the Transaction, the third (3^rd) Currency Business Day following the Expiration Date for such Component with the latest scheduled Expiration Date.

b. For purposes of the Transaction to which the Confirmation relates, the definition of the term “Periodic Prepayment Date” is hereby deleted and replaced with the following:

Periodic Prepayment Date:		(i) For each Component of the Transaction with an Expiration Date occurring on or prior to June 17, 2011, June 22, 2011; (ii) for each Component of the Transaction with an Expiration Date occurring after June 22, 2011 and prior to the date one Settlement Cycle immediately preceding the Cash Settlement Payment Date determined pursuant to clause (iii) of the definition of Cash Settlement Payment Date, the third (3^rd) Currency Business Day following the Expiration Date for such Component;providedthat, for the avoidance of doubt, there shall be no Periodic Prepayment Date for each Component of the Transaction with an Expiration Date occurring after June 17, 2011 and on or prior to June 22, 2011.

4. Subject to paragraph 1 of this Amendment, for purposes of the Transaction to which the Confirmation relates, the provisions opposite the caption “Corporate Transaction Adjustment” in the Master Confirmation shall be amended by replacing the portion of the proviso in “Corporate Transaction Adjustment” from the beginning of such proviso to, and including, the words “any Component” immediately preceding the parenthetical “(the “UnwindReference Period”)” in the fifth and sixth lines thereafter in its entirety with the following: “provided that, the occurrence of a Corporate Transaction Event or a Related Corporate Transaction Event during the period consisting of (x) the period commencing on the date that is ten (10) Scheduled Trading Days prior to the scheduled Expiration Date specified for the first Component for any Transaction and concluding on the last Valuation Date to occur for any Component with a scheduled Expiration Date of September 29, 2011, and (y) the period commencing on the date that is ten (10) Scheduled Trading Days prior to the first scheduled Expiration Date for any Component of any Transaction scheduled to occur after September 29, 2011 and concluding on the last Valuation Date to occur for any Component”.

10. Counterparty hereby confirms that its Process Agent for the purpose of Section 13(c) of the Agreement is Law Debenture Corporate Services Inc.

11. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

[Remainder of page left blank intentionally]

Yours faithfully,


GOLDMAN SACHS INTERNATIONAL

By:		/s/ Simon Watson
		Name: Simon Watson
		Title: Managing Director


Agreed and Accepted By:

JJ MEDIA INVESTMENT HOLDING LIMITED

By:		/s/ Jason Nanchun Jiang
		Name: Jason Nanchun Jiang
		Title: Director

ATTACHMENT 1


Component Number	Component Number of Options	Strike Price	Cap Price	Expiration Date	Expected Prepayment Date (post June 22 expiry 80%)	Expected Settlement Date (post June 22 expiry 20%)
1.	56,111	15.4000	27.9125	7-Jun-2011	22-Jun-2011	27-Jun-2011
2.	56,111	15.4000	27.9125	8-Jun-2011	22-Jun-2011	27-Jun-2011
3.	56,111	15.4000	27.9125	9-Jun-2011	22-Jun-2011	27-Jun-2011
4.	56,111	15.4000	27.9125	10-Jun-2011	22-Jun-2011	27-Jun-2011
5.	56,111	15.4000	27.9125	13-Jun-2011	22-Jun-2011	27-Jun-2011
6.	56,111	15.4000	27.9125	14-Jun-2011	22-Jun-2011	27-Jun-2011
7.	56,111	15.4000	27.9125	15-Jun-2011	22-Jun-2011	27-Jun-2011
8.	56,111	15.4000	27.9125	16-Jun-2011	22-Jun-2011	27-Jun-2011
9.	56,111	15.4000	27.9125	17-Jun-2011	22-Jun-2011	27-Jun-2011
10.	56,111	15.4000	27.9125	20-Jun-2011	N/A	27-Jun-2011
11.	56,111	15.4000	27.9125	21-Jun-2011	N/A	27-Jun-2011
12.	56,111	15.4000	27.9125	22-Jun-2011	N/A	27-Jun-2011
13.	65,690	15.4000	27.9125	6-Sep-2011	9-Sep-2011	4-Oct-2011
14.	65,690	15.4000	27.9125	7-Sep-2011	12-Sep-2011	4-Oct-2011
15.	65,690	15.4000	27.9125	8-Sep-2011	13-Sep-2011	4-Oct-2011
16.	65,691	15.4000	27.9125	9-Sep-2011	14-Sep-2011	4-Oct-2011
17.	65,691	15.4000	27.9125	12-Sep-2011	15-Sep-2011	4-Oct-2011
18.	65,691	15.4000	27.9125	13-Sep-2011	16-Sep-2011	4-Oct-2011
19.	65,691	15.4000	27.9125	14-Sep-2011	19-Sep-2011	4-Oct-2011
20.	65,691	15.4000	27.9125	15-Sep-2011	20-Sep-2011	4-Oct-2011
21.	65,691	15.4000	27.9125	16-Sep-2011	21-Sep-2011	4-Oct-2011
22.	65,691	15.4000	27.9125	19-Sep-2011	22-Sep-2011	4-Oct-2011
23.	65,691	15.4000	27.9125	20-Sep-2011	23-Sep-2011	4-Oct-2011
24.	65,691	15.4000	27.9125	21-Sep-2011	26-Sep-2011	4-Oct-2011
25.	65,691	15.4000	27.9125	22-Sep-2011	27-Sep-2011	4-Oct-2011
26.	65,691	15.4000	27.9125	23-Sep-2011	28-Sep-2011	4-Oct-2011
27.	65,691	15.4000	27.9125	26-Sep-2011	29-Sep-2011	4-Oct-2011
28.	65,691	15.4000	27.9125	27-Sep-2011	30-Sep-2011	4-Oct-2011
29.	65,691	15.4000	27.9125	28-Sep-2011	3-Oct-2011	4-Oct-2011
30.	65,691	15.4000	27.9125	29-Sep-2011	4-Oct-2011	4-Oct-2011
31.	83,938	17.2000	29.7125	28-Nov-11	1-Dec-11	27-Dec-11
32.	83,938	17.2000	29.7125	29-Nov-11	2-Dec-11	27-Dec-11
33.	83,938	17.2000	29.7125	30-Nov-11	5-Dec-11	27-Dec-11
34.	83,938	17.2000	29.7125	1-Dec-11	6-Dec-11	27-Dec-11
35.	83,938	17.2000	29.7125	2-Dec-11	7-Dec-11	27-Dec-11
36.	83,938	17.2000	29.7125	5-Dec-11	8-Dec-11	27-Dec-11
37.	83,938	17.2000	29.7125	6-Dec-11	9-Dec-11	27-Dec-11
38.	83,938	17.2000	29.7125	7-Dec-11	12-Dec-11	27-Dec-11
39.	83,938	17.2000	29.7125	8-Dec-11	13-Dec-11	27-Dec-11
40.	83,938	17.2000	29.7125	9-Dec-11	14-Dec-11	27-Dec-11
41.	83,938	17.2000	29.7125	12-Dec-11	15-Dec-11	27-Dec-11
42.	83,938	17.2000	29.7125	13-Dec-11	16-Dec-11	27-Dec-11
43.	83,938	17.2000	29.7125	14-Dec-11	19-Dec-11	27-Dec-11
44.	83,938	17.2000	29.7125	15-Dec-11	20-Dec-11	27-Dec-11
45.	83,938	17.2000	29.7125	16-Dec-11	21-Dec-11	27-Dec-11
46.	83,938	17.2000	29.7125	19-Dec-11	22-Dec-11	27-Dec-11
47.	83,938	17.2000	29.7125	20-Dec-11	23-Dec-11	27-Dec-11
48.	83,951	17.2000	29.7125	21-Dec-11	27-Dec-11	27-Dec-11

Focus Media Holding (FMCN) Inactive SC 13D/AFocus Media Holding / Jiang Jason Nanchun ownership change