ASSET PURCHASE AGREEMENT

EXHIBIT 2.1

ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”) is made as of the 20 ^th day of April, 2007, by and among the company or companies set forth as Seller on the signature page hereto (collectively, “ Seller ”), Clear Channel Broadcasting, Inc., a Nevada Corporation (“ Clear Channel ”), and the company or companies set forth as Buyer on the signature page hereto (collectively, “ Buyer ”).

Recitals

     A. Seller owns and operates the television broadcast stations listed on Schedule A (each a “ Station ” and collectively the “ Stations ”) pursuant to certain authorizations issued by the Federal Communications Commission (the “ FCC ”).

     B. Pursuant to the terms and subject to the conditions set forth in this Agreement, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Station Assets (as defined in Section 1.1), and Seller desires to assign to Buyer, and Buyer desires to assume from Seller, the Assumed Obligations (as defined in Section 1.4).

Agreement

     NOW, THEREFORE, taking the foregoing into account, and in consideration of the mutual covenants and agreements set forth herein, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE 1: PURCHASE OF ASSETS

     1.1 Station Assets . On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined in Section 1.9), Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and to the Station Assets. “ Station Assets ” means all of the assets, rights and properties used or held for use exclusively in the ownership and operation of the Stations, including each of the following assets and properties of Seller, other than any such asset or property that is described in Section 1.2:

          (a) all licenses, permits and other authorizations issued to Seller by the FCC with respect to the Stations (the “ FCC Licenses ”), including those described on Schedule 1.1(a) , including any renewals or modifications thereof between the date hereof and the Closing;

          (b) all equipment, transmitters, antennas, cables, towers, furniture, fixtures, spare parts and other tangible personal property of every kind and description that are exclusively used or held for use in the operation of the Stations (except for any retirements or dispositions thereof made between the date hereof and the Closing in the ordinary course of business) and all motor vehicles that are exclusively used or held for use in the operation of the Stations, including those set forth on Schedule 1.1(b) (collectively, the “ Tangible Personal Property ”);

          (c) all of the real property that is exclusively used or held for use in the operation of the Stations, including the real property listed on Schedule 1.1(c) (the “ Owned Real

Property ”), including all appurtenant easements and all buildings, towers, other structures, fixtures and other improvements located thereon;

          (d) the following contracts, agreements and leases (including employment agreements, collective bargaining agreements, real property leases, income-producing leases and agreements for the sale of advertising time on the Stations) to which Seller is party (collectively, the “ Station Contracts ”) and all rights thereunder (other than the Retained Party Rights (as defined in Section 1.5): (i) all contracts, agreements and leases listed on Schedule 1.1(d) and (ii) all other contracts, agreements and leases that relate exclusively to the operation of the Stations or the ownership of the Station Assets, including without limitation those made between the date hereof and the Closing in accordance with Article 4;

          (e) all the Stations’ call letters and the trademarks, trade names, service marks, internet domain names and associated websites, copyrights, programs and programming material (including program rights), jingles, slogans, logos, and other intangible property that are exclusively used or held for use in the operation of the Stations (collectively, the “ Intangible Property ”), including without limitation those listed on Schedule 1.1(e) , and all goodwill associated with the foregoing;

          (f) all management and other systems (including computers and peripheral equipment), databases, computer software (including operating systems) and compilations (including but not limited to the source code of NexGen TV), computer disks and similar assets, and all licenses and related rights that are exclusively used or held for use in the operation of the Stations;

          (g) all current assets (including accounts receivable, deposits and prepaid expenses) of Seller (and rights arising therefrom or related thereto) to the extent relating exclusively to the operation of the Stations or to the Station Assets and included in the Final Net Working Capital calculation (as defined in Section 1.7(d));

          (h) the capital stock and other equity interests (including, for each such Person (as defined in Section 11.6), Seller’s equity ownership percentage thereof) listed on Schedule 1.1(h) (the “ Equity Interests ”);

          (i) all files, documents, records, and books of account (or copies thereof) that relate exclusively to the Station Assets or the operation of the Stations (“ Station Documents ”), including the Stations’ local public files, programming information and studies, engineering data, advertising studies, marketing and demographic data, sales correspondence, lists of advertisers, credit and sales reports, logs, user manuals and training documents;

          (j) all personnel files related to Transferred Employees (as defined in Section 5.7(a));

          (k) all tangible and intangible rights, assets and property of Inergize Digital Media; and

          (l) all goodwill associated with the operation of the Stations and the Station Assets.

          The Station Assets shall be transferred to Buyer free and clear of Liens (as defined in Section 11.6), except for Assumed Obligations and Permitted Liens (as defined in Section 11.6).

          Seller, by written notice to Buyer, may update Schedule 1.1(d) at any time before the Closing to (a) add any contract, agreement or lease entered into by Seller after the date of this Agreement and before the Closing, in compliance with Section 4.1(k), that would have qualified as a Station Contract if it had been in effect on the date of this Agreement and (b) remove any Station Contract that is described in Section 1.2(c). All such contracts, agreements and leases that are so added to Schedule 1.1(d) in accordance with this paragraph shall, for all purposes of this Agreement, be deemed to be Station Contracts and included in the Station Assets. All Station Contracts that are so removed from Schedule 1.1(d) in accordance with the terms and conditions of this Agreement shall, for all purposes of this Agreement, thereafter be deemed to not be Station Contracts and not included in the Station Assets. Updates to Schedule 1.1(d) in accordance with this paragraph will not in any manner affect any condition to the obligations of Buyer to consummate the Closing or the satisfaction thereof.

     1.2 Excluded Assets . Notwithstanding anything to the contrary contained herein, the Station Assets shall not include the following assets or any right, title or interest therein (the “ Excluded Assets ”):

          (a) all cash and cash equivalents, including without limitation certificates of deposit, commercial paper, treasury bills, marketable securities, bank accounts, money market accounts, other depositary accounts and all such similar accounts or investments;

          (b) all tangible and intangible personal property retired or disposed of between the date of this Agreement and the Closing;

          (c) all Station Contracts that are terminated or expire prior to Closing;

          (d) Seller’s corporate and trade names (including the name “Clear Channel,” and any variation or derivation thereof), and all URLs and internet domain names consisting of or containing any of the foregoing, identified on Schedule 1.2(d) ;

          (e) except as set forth in Section 1.3, Seller’s trademarks and other intellectual property not exclusively used or held for use in the operation of the Stations (including without limitation any call letters used in connection with both a Station and any other station or business unit of Seller identified on Schedule 1.2(e) );

          (f) (i) Seller’s charter documents, minute books and all books and records relating to the organization, existence or ownership of Seller, (ii) all records, documents, plans and financial records related to the transactions contemplated by this Agreement, (iii) duplicate copies of all Station Documents, (iv) all records relating to other Excluded Assets, (v) all personnel files for employees who do not become Transferred Employees and (vi) all files, documents, records, Tax Returns (as defined in Section 11.6), books of account and other materials not relating exclusively to the Station Assets or the operation of the Stations;

          (g) all contracts of insurance (including but not limited to title insurance policies), all coverages and proceeds thereunder and all rights in connection therewith, including

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without limitation all rights to any refunds of insurance premium payments and all rights with respect to claims made thereunder;

          (h) all pension and profit sharing plans, all trusts related thereto and all other employee compensation and benefit plans or arrangements maintained by Seller, if any, and all assets of or relating to any of the foregoing;

          (i) all rights and claims of Seller, whether mature, contingent or otherwise, against third parties with respect to the Stations and the Station Assets, to the extent arising during or attributable to any period prior to the Effective Time (as defined in Section 1.9);

          (j) all current assets (including accounts receivable, deposits and prepaid expenses) of Seller (and rights arising therefrom or related thereto) to the extent not relating exclusively to the operation of the Stations or to the Station Assets and not included in the Final Net Working Capital calculation;

          (k) all tangible and intangible assets of Seller and its Affiliates (as defined in Section 11.6) (including without limitation all management and other systems (including computers and peripheral equipment), databases, computer software (including operating systems), computer disks and similar assets, and all licenses and related rights) that are owned, used or held for use in the operation of stations or other business units other than the Stations (including any such assets that are used both in Stations and in stations or other business units that are not Stations (the “ Excluded Share Assets ”) as listed in Schedule 1.2(k) );

          (l) all studio, tower and other assets (whether real or personal, tangible or intangible, or otherwise) used or held for use in the operation of any other radio or television station other than the Stations and listed on Schedule 1.2(l) , together with any income-producing leases providing for use of such sites by others listed on Schedule 1.2(l) ;

          (m) all real property identified on Schedule 1.2(m) , if any, whether owned or leased, together with all towers on such sites and any income-producing leases providing for use of such sites by others;

          (n) other than the Equity Interests, all capital stock of subsidiaries of Seller or its Affiliates and all other equity interests in any entity that are owned beneficially or of record by Seller or its Affiliates, including but not limited to all shares of stock in Broadcast Music, Inc. that are owned beneficially or of record by Seller;

          (o) all intercompany debts, obligations and other contracts, leases, agreements and arrangements among Seller and its Affiliates that are not listed on Schedule 1.1(d) ;

          (p) all Retained Party Rights;

          (q) all claims for refund of Taxes (as defined in Section 11.6) of whatever nature;

          (r) all claims for reimbursement of expenses incurred prior to Closing in connection with the Sprint Nextel 2GHz relocation project;

          (s) any rights to receive corporate and other services provided to the Stations by Clear Channel Communications, Inc. or any of its Affiliates (the material services provided thereunder are identified on Schedule 1.2(s) );

          (t) all rights of Seller under this Agreement, including without limitation the right to receive the Purchase Price (as defined in Section 1.6(a)), under any agreement, certificate, instrument or other document executed and delivered in connection with this Agreement or the transactions contemplated hereby and under any side agreement between Seller and Buyer entered into on or after the date of this Agreement; and

          (u) all other assets listed on Schedule 1.2(u) (if any).

     The parcels of real property set forth on Schedule 1.2(m) that are identified as a “New Seller Lease Property,” if any, will be leased or subleased by Seller to Buyer pursuant to a Real Property Lease (as defined below) or a new lease or sublease, in the form previously made available to Buyer (each, a “ New Seller Lease ”), to be executed at Closing. Each lease of real property that is included in the Station Contracts and the Station Assets is referred to herein as a “ Real Property Lease .” The Owned Real Property, the real property that is leased pursuant to a Station Contract and the real property that will be leased to Buyer pursuant to a New Seller Lease are collectively referred to herein as the “ Real Property .”

     1.3 License . At the Closing, Seller will license to Buyer the trademarks, trade names, service marks, copyrights and other intangible property which is used or held for use in the operation of the Stations and in the operation of one or more other stations or business units of Seller or its Affiliates, including, without limitation, the intangible property set forth on Schedule 1.3 (the “ Licensed IP ”), pursuant to a License Agreement in the form of Exhibit A hereto, and with respect to the domain names woai.com and wsyr.com, the Addendum in the form of Exhibit A-1 , (collectively, the “ License ”).

     1.4 Assumption of Obligations . On the Closing Date (as defined in Section 1.9), Buyer shall enter into the New Seller Leases and any new contracts otherwise required by this Agreement. On the Closing Date, Seller shall assign to Buyer, and Buyer shall assume from Seller (and Buyer shall thereafter pay, perform, discharge or otherwise satisfy in accordance with their respective terms) (a) the obligations of Seller arising out of, or attributable to, any period of time on or after the Closing Date under the Station Contracts, (b) the obligations described in Section 5.7, (c) all current liabilities (as defined by United States generally accepted accounting principles (“ GAAP ”)) of Seller as of the Effective Time to the extent relating to the Stations and included in the Final Net Working Capital calculation (but excluding any current liabilities relating to employees except to the extent assumed by Buyer pursuant to Section 5.7 or included in the Final Net Working Capital calculation), (d) sales commissions related to the sale of advertisements broadcast on the Stations after Closing, (e) current and long-term program rights liabilities arising out of, or attributable to, any period of time on or after the Closing Date, and (f) all other liabilities of Seller listed on Schedule 1.4 (collectively, the “ Assumed Obligations ”). Except for the Assumed Obligations, Buyer does not assume, and will not be deemed by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to have assumed, any other liabilities or obligations of Seller, including without limitation (i) any and all liabilities and obligations of or on behalf of Seller, the Persons to which the Equity Interests relate or their Affiliates for Taxes in respect of taxable periods (or portions thereof)

ending on or before the Effective Time and (ii) any fines, liabilities and obligations imposed by the FCC to the extent arising out of any tolling agreement the subject matter of which is attributable to the operation of the Stations or ownership of the Station Assets during the period prior to Closing (the “ Retained Obligations ”). Seller shall timely perform and discharge in accordance with their respective terms all Retained Obligations.

     1.5 Multi-Seller Station Contracts . If two or more companies that are a Seller under this Agreement are party to a Station Contract, Schedule 1.1(d) sets forth which party’s or parties’ rights and obligations under such Station Contract are being assigned to and assumed by Buyer (and included in the Station Assets and Assumed Obligations, as the case may be). The rights of each other Seller party to such Station Contract (the “ Retained Party Rights ”) and the obligations of each other Seller party to such Station Contract shall not be assigned to and assumed by Buyer (and shall be Excluded Assets and Retained Obligations, as the case may be).

     1.6 Purchase Price; Deposit .

          (a) Purchase Price . In consideration for the sale of the Station Assets to Buyer, Buyer shall, at Closing, (i) pay Seller, by wire transfer of immediately available funds, an amount (the “ Closing Purchase Price ”) equal to One Billion Two Hundred Twenty-Five Million Dollars ($1,225,000,000.00) (the “ Base Purchase Price ”), increased by an amount by which the Estimated Net Working Capital (as defined in Section 1.7(b)) exceeds $45,000,000 (the “ Target Net Working Capital ”) or decreased by an amount by which the Target Net Working Capital exceeds the Estimated Net Working Capital, and (ii) assume the Assumed Obligations (such consideration, collectively and as adjusted pursuant to Section 1.7(f), the “ Purchase Price ”). The portion of the Purchase Price that is to be paid by Buyer to each company that is a Seller hereunder as consideration for the Station Assets being sold by such Seller shall be allocated in accordance with Section 1.8.

          (b) Deposit . On April 20, 2007, Buyer shall make a cash deposit in immediately available funds in an amount equal to $30,625,000 (the “ Deposit ”) with Deutsche Bank Trust Company Americas (the “ Escrow Agent ”) pursuant to the Escrow Agreement in the form of Exhibit B hereto (the “ Escrow Agreement ”) among Buyer, Clear Channel and the Escrow Agent. If Buyer does not make the Deposit on April 20, 2007, it shall be deemed to be a material breach of this Agreement for which Seller may terminate this Agreement as provided in Section 10.1(c). At Closing, the Deposit and any interest accrued thereon (net of all distributions made to Buyer pursuant to Section 3.3(a) of the Escrow Agreement (the “ Buyer Tax Distributions ”)) shall be disbursed to Seller and applied to the Closing Purchase Price. The Deposit and any interest thereon (net of all Buyer Tax Distributions) shall be disbursed to Seller if this Agreement is terminated for the reasons or in the circumstances provided in Section 10.5. If this Agreement is terminated for any other reason or in any other circumstances, the Deposit and any interest accrued thereon shall be disbursed to Buyer. The parties shall each instruct the Escrow Agent to disburse the Deposit and all interest thereon to the party entitled thereto at the Closing or within three (3) business days of any such termination, as applicable, and shall not, by any act or omission, delay or prevent any such disbursement.

     1.7 Net Working Capital .

          (a) Definition of Net Working Capital . “ Net Working Capital ” means an amount equal to the aggregate value of the current assets (other than the value of “Program Rights”) that are included in the Station Assets (which will exclude the value of cash, cash equivalents and other Excluded Assets) (“ Working Capital Assets ”) minus the aggregate value of the current liabilities (other than the value of “Program Rights”, “Due to Clear Channel” liabilities and Tax liabilities) that are included in the Assumed Obligations (“ Working Capital Liabilities ”), in each case calculated in accordance with GAAP, applied consistently with Seller’s past accounting practices with respect to the Stations; provided, however, that in calculating “ Net Working Capital ,” (i) all proper reserves and accruals with respect to Working Capital Assets and Working Capital Liabilities will be recorded, (ii) all accounting entries (including all liabilities and accruals) will be taken into account, in each case regardless of their amount, and all errors and omissions will be corrected and all proper adjustments made and (iii) any imbalance in the value of rights and obligations under trade, barter or similar agreements for the exchange of advertising time for goods or services will be disregarded. For illustration purposes only, Schedule 1.7(a) sets forth the manner of calculating Net Working Capital as of December 31, 2006. All calculations of Net Working Capital contemplated by this Section 1.7 shall be made in a manner consistent with the terms of this Section 1.7 and, to the greatest extent applicable, with Schedule 1.7(a) .

          (b) Estimated Working Capital Adjustment . On or prior to the second business day prior to the Closing Date, Seller shall deliver to Buyer a statement (the “ Estimated Working Capital Statement ”) setting forth Seller’s good faith estimate of the Net Working Capital as of the end of the last calendar month for which Seller has completed the closing of its books (the “ Estimated Net Working Capital ”) and providing reasonable detail with respect to the various components thereof. Estimated Net Working Capital shall be determined in accordance with GAAP, consistent with Seller’s past accounting practices with respect to the Stations, to the extent possible given the estimated nature of the statement.

          (c) Post-Closing Reconciliation . Within one-hundred twenty (120) days after the Effective Time, Seller will prepare and deliver to Buyer a statement (the “ Reconciled Working Capital Statement ”) setting forth Seller’s determination of the Net Working Capital as of the Effective Time (the “ Reconciled Net Working Capital ”) and providing reasonable detail with respect to the various components thereof. Reconciled Net Working Capital shall be determined in accordance with GAAP, consistent with Seller’s past accounting practices with respect to the Stations and consistent with the manner of determining the Estimated Net Working Capital. Buyer may object to the Reconciled Working Capital Statement within thirty (30) days after its receipt thereof by delivering to Seller a response to the Reconciled Working Capital Statement setting forth each line item of Working Capital Assets and Working Capital Liabilities that is disputed by Buyer, the particular elements comprising such line item that is disputed by Buyer and Buyer’s good faith determination of the correct amount of each such line item and element. Buyer will provide reasonable detail with respect to the nature of its dispute with each disputed line item and element and the manner of its determination of the amount(s) thereof.

          (d) Final Determination of Net Working Capital .

               (i) If Buyer does not deliver an objection to the Reconciled Working Capital Statement within the thirty-day period provided in Section 1.7(c), the Reconciled Net Working Capital shown on the Reconciled Working Capital Statement shall be deemed to be the amount of the “ Final Net Working Capital ” for purposes of making any adjustment required pursuant to Section 1.7(f).

               (ii) If Buyer delivers an objection to the Reconciled Working Capital Statement within the thirty-day period provided in Section 1.7(c) and, following good faith negotiation of the disputed items, Buyer and Seller reach agreement on the amount of the Reconciled Net Working Capital (whether by resolving each disputed item to their mutual satisfaction or compromising any or all disputed items), then the amount of Reconciled Net Working Capital so agreed by them shall be deemed to be the amount of the “ Final Net Working Capital ” for purposes of making any adjustment required pursuant to Section 1.7(f).

               (iii) If Buyer delivers an objection to the Reconciled Working Capital Statement within the thirty-day period provided in Section 1.7(c) and, following good faith negotiation of the disputed items, the difference in the amount of Reconciled Net Working Capital determined by Buyer and the amount of Reconciled Net Working Capital determined by Seller (after reflecting the resolution of any disputed items by the parties) is less than or equal to $50,000, then the arithmetic mean between such two amounts shall be deemed to be the amount of the “ Final Net Working Capital ” for purposes of making any adjustment required pursuant to Section 1.7(f).

               (iv) If Buyer delivers an objection to the Reconciled Working Capital Statement within the thirty-day period provided in Section 1.7(c) and, following good faith negotiation of the disputed items, the difference in the amount of Reconciled Net Working Capital determined by Buyer and the amount of Reconciled Net Working Capital determined by Seller (after reflecting the resolution of any disputed items by the parties) is greater than $50,000, then the amount of the “ Final Net Working Capital ” for purposes of making any adjustment required pursuant to Section 1.7(f) shall be determined in accordance with Section 1.7(e).

          (e) Resolution of Disputes .

               (i) In accordance with Section 1.7(d)(iv), Buyer and Seller shall promptly refer all remaining disputes concerning the Reconciled Net Working Capital to a “big four” accounting firm reasonably acceptable to Buyer and Seller (the “ Independent Accounting Firm ”), together with a statement of the amount of Reconciled Net Working Capital asserted by each party. The Independent Accounting Firm shall be instructed to resolve such disputes within sixty (60) days of the referral.

               (ii) Buyer and Seller will make available to the Independent Accounting Firm, at reasonable times and upon reasonable notice at any time during the pendency of any dispute under this Section 1.7(e), the work papers and back-up materials used in preparing the Reconciled Working Capital Statement and Buyer’s objections to the Reconciled Working Capital Statement, and the books and records of Seller relating to the Reconciled Net

Working Capital. Buyer and Seller shall have the right to meet jointly with the Independent Accounting Firm during this period and to present their respective positions. The Independent Accounting Firm’s decision shall be based solely on the presentations by Buyer and Seller and not by independent review. The Independent Accounting Firm shall address only those matters in dispute and may not allow a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. The amount of the Reconciled Net Working Capital determined by the Independent Accounting Firm pursuant to this Section 1.7(e) will be the amount of the “ Final Net Working Capital ” for purposes of making any adjustment required pursuant to Section 1.7(f). The resolution of disputes by the Independent Accounting Firm and its determination of the Final Net Working Capital will be set forth in writing and will be conclusive and binding upon Buyer and Seller. The determination of the Final Net Working Capital by the Independent Accounting Firm will become final and binding upon the date of such determination.

               (iii) Buyer and Seller will each pay their own fees and expenses (including without limitation any fees and expenses of their accountants and other representatives) in connection with the resolution of disputes pursuant to this Section 1.7(e). Notwithstanding the foregoing, the fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of disputes arising under this Section 1.7 will be paid by Buyer and Seller in proportion to the difference between the Final Net Working Capital determined by the Independent Accounting Firm and the respective amounts of Reconciled Net Working Capital asserted by each such party at the time of the initial referral of the Reconciled Working Capital Statement disputes to the Independent Accounting Firm.

          (f) Adjustments to Estimated Net Working Capital . The amount, if any, by which the Final Net Working Capital exceeds the Estimated Net Working Capital shall be paid by Buyer to Seller. The amount, if any, by which the Estimated Net Working Capital exceeds the Final Net Working Capital shall be paid by Seller to Buyer. Any payment pursuant to this Section 1.7(f) will be (i) paid in immediately available funds by check or by wire transfer to such account as the recipient may specify to the payor(s) at least two (2) business days prior to the date of such payment, (ii) due and payable five (5) business days following the determination of Final Net Working Capital pursuant to Section 1.7(d) (and if necessary Section 1.7(e)) and (iii) deemed to be an adjustment to the Purchase Price.

          (g) Availability of Records . Seller will make available to Buyer and its accountants and other representatives, at reasonable times and upon reasonable notice (and copies thereof at Buyer’s sole cost and expense), at any time during (i) the review by Buyer of the Reconciled Working Capital Statement and (ii) the pendency of any dispute resolution under Section 1.7(e), the books and records of Seller relevant to the Reconciled Net Working Capital.

     1.8 Allocation . The Purchase Price shall be allocated for Tax purposes among the various categories of Station Assets in accordance with their respective fair market values. Buyer and Seller shall negotiate such allocation of the Purchase Price for a period of ninety (90) days after Closing. If Buyer and Seller do not reach an agreement concerning the allocation of the Purchase Price within such time (or, if earlier, prior to any applicable filing deadline), then Buyer and Seller each may file their respective Tax Returns reflecting the allocation determined by it in accordance with requirements of Section 1060 of the Internal Revenue Code of 1986, as amended (the “ Code ”). If Buyer and Seller reach such agreement, Buyer and Seller shall (a)

execute and file all Tax Returns in a manner consistent with such agreed allocation and (b) not take any position before any governmental or taxing authority or in any judicial proceeding that is inconsistent with such agreed allocation.

     1.9 Closing . Subject in any case to the prior termination of this Agreement pursuant to Section 10.1, the consummation of the sale and purchase of the Station Assets and the assignment and assumption of the Assumed Obligations provided for in this Agreement (the “ Closing ”) shall take place at the offices of Fulbright & Jaworski L.L.P. at 300 Convent Street, Suite 2200, San Antonio, Texas 78205, on or before the fifth business day after the date of the last to occur of the FCC Consent (as defined in Section 1.10(a), subject to extension pursuant to Section 1.10(f)) pursuant to the FCC’s initial order, the HSR Clearance (as defined in Section 1.10(c)) and the expiration of any period of notice to Station employees that is required for compliance with the WARN Act (as defined in Section 5.7(b)), or on such later day after receipt of such consents and expiration of any such notice period as Buyer and Seller may mutually agree, subject to the satisfaction or waiver of the conditions set forth in Articles 6 or 7 below; provided, however, that notwithstanding the satisfaction of the waiver of the conditions set forth in Articles 6 and 7 below, Buyer shall not be required to effect the Closing until the earlier of (a) a date during the Marketing Period (as defined in Section 5.14(a)) specified by Buyer on no less than three (3) business days’ prior written notice to Seller and (b) the final day of the Marketing Period. The date on which the Closing occurs is referred to herein as the “ Closing Date .” The Closing shall be effective as of 12:01 a.m. on the Closing Date (the “ Effective Time ”).

     1.10 Governmental Consents .

          (a) Within ten (10) business days of the date of this Agreement, Buyer and Seller shall file an application with the FCC (the “ FCC Application ”) requesting FCC consent to the assignment of the FCC Licenses to Buyer. FCC consent to the FCC Application without any material adverse conditions other than those of general applicability is referred to herein as the “ FCC Consent .” Buyer and Seller shall diligently prosecute the FCC Application and otherwise use their commercially reasonable efforts to obtain the FCC Consent as soon as possible; provided, however, except as provided in the following sentence, neither Buyer nor Seller shall be required to pay consideration to any third party to obtain FCC Consent. Buyer shall pay the FCC filing fees relating to the transactions contemplated hereby, irrespective of whether the transactions contemplated by this Agreement are consummated. Buyer and Seller each shall oppose any petitions to deny or other objections filed with respect to the FCC Applications to the extent such petition or objection relates to such party. Neither Buyer nor Seller shall take any intentional action that would, or intentionally fail to take such action the failure of which to take would, reasonably be expected to have the effect of materially delaying the receipt of the FCC Consent. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Section 10.1, Buyer and Seller shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of either party to exercise its rights under Section 10.1.

          (b) Notwithstanding the foregoing, if the transfer of any Station to Buyer is not permitted by the applicable rules of the FCC, then the FCC Application shall contain a request by Buyer for a temporary waiver of the applicable FCC rule(s) for a period of no longer than nine (9) months from the Closing Date (the “ Waiver ”). As part of such Waiver request,

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Buyer shall state its acceptance of any conditions to the Waiver imposed by the FCC that require Buyer to file commitments and FCC applications to assign the appropriate Stations to a trust controlled by a trustee engaged by, but independent of, Buyer (a “ Trust ”) if Buyer cannot achieve compliance with the applicable FCC rules within the Waiver period. Buyer shall be responsible for arranging all aspects of any third party sale or divestiture to a Trust as required by, and in accordance with, the Waiver. If (i) the Waiver request is denied by the FCC (or the staff of the FCC indicates that it is not reasonably likely that the FCC Application will be granted if it contains a request for a Waiver), or (ii) the FCC does not consent to the Waiver request on or before the date that is nine (9) months after the date of this Agreement (the “ FCC Action Date ”), or (iii) at such earlier time (including prior to the filing of the FCC Application), the respective special communications regulatory counsel of each of Seller and Buyer, in consultation with one another and in the exercise of their professional judgment, jointly determine that the elimination or exclusion, as applicable, of the Waiver request is reasonably necessary to obtain the FCC Consent, then, in lieu of the actions required above with respect to the Waiver, Buyer shall take all necessary action to cause its rights and obligations under this Agreement in respect of the Designated Station Assets (as defined in Section 11.2) to be assigned to, and assumed by, a Qualified Assignee (as defined in Section 11.2). Buyer shall be responsible for arranging all aspects of any necessary assignment to a Qualified Assignee, and in such a manner as to not delay the consummation of the transactions contemplated hereby.

          (c) If applicable, within ten (10) business days after the date of this Agreement, Buyer and Seller shall make any required filings with the Federal Trade Commission (the “ FTC ”) and the United States Department of Justice (the “ DOJ ”) pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), with respect to the transactions contemplated hereby (including a request for early termination of the waiting period thereunder), and shall thereafter promptly respond to all requests received from such agencies for additional information or documentation. Expiration or termination of any applicable waiting period under the HSR Act is referred to herein as the “ HSR Clearance .” Any filing fees payable under the HSR Act relating to the transactions contemplated hereby shall be borne by Buyer.

          (d) Buyer agrees to take promptly any and all steps necessary to eliminate each and every impediment and obtain all consents under any antitrust, competition or communications or broadcast law, rule or regulation (including the HSR Act or the FCC Media Ownership Rules) that may be required by the FCC, the FTC, the DOJ or any other U.S. federal, state or local or any applicable non-U.S. antitrust or competition governmental authority, in each case having competent jurisdiction, so as to enable the parties to close the transactions contemplated by this Agreement as promptly as practicable, including committing to or effecting, by consent decree, hold separate orders, trust or otherwise, the Divestiture (as defined below) of such assets or businesses as are required to be divested in order to obtain the FCC Consent and the HSR Clearance and to avoid the entry of (or to effect the dissolution of or vacate or lift) any order that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Section 1.10(d), if the FCC has not granted the FCC Consent (including the Waiver) and/or if the FTC or the DOJ has not granted the necessary approvals under the HSR Act, in each case as of the date that is ten (10) months following the date hereof, and if Seller, after consultation with Buyer and Buyer’s FCC and/or antitrust counsel, determines, or the FCC, the FTC or the DOJ has indicated, that a Divestiture is required to obtain the FCC Consent and/or the HSR Clearance, then Seller shall have the right to provide written notice of such

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determination or indication to Buyer (the “ Divestiture Notice ”). Upon receipt of the Divestiture Notice, Buyer shall promptly (and in all respects subject to the Termination Date (as defined in Section 10.1(d))) implement or cause to be implemented a Divestiture. For purposes of this Agreement, a “ Divestiture ” of any asset or business shall mean (i) any sale, transfer, separate holding, divestiture or other disposition, or any prohibition of, or any limitation on, the acquisition, ownership, operation, effective control or exercise of full rights of ownership, of such asset (including transfer of such asset to a Trust); or (ii) the termination or amendment of any existing or contemplated Buyer’s governance structure or contemplated Buyer’s contractual or governance rights. Further, and for the avoidance of doubt, Buyer will take any and all actions necessary in order to ensure that (x) no requirement for any non-action, consent or approval of the FCC, the FTC, the DOJ, any authority enforcing applicable antitrust, competition, communications laws, any state Attorney General or other governmental authority, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition law or any communications law (in each case other than those relating to any Ordinary Course FCC Matter (as defined in Section 11.6)), would preclude consummation of the transactions contemplated by this Agreement on or before the Termination Date, as such date may be extended in accordance with Section 10.1(d).

          (e) Buyer and Seller shall notify each other of all documents filed with or received from any governmental agency with respect to this Agreement or the transactions contemplated hereby. Buyer and Seller shall each provide the other party with the opportunity to review and comment on all documents to be filed by such party with any governmental agency and furnish the other party with such information and assistance as the other party may reasonably request in connection with their preparation of any governmental filing hereunder. The FCC Consent and HSR Clearance are referred to herein collectively as the “ Governmental Consents .”

          (f) Notwithstanding anything to the contrary set forth in this Agreement, if Seller notifies Buyer at any time prior to Closing, whether before or after the Governmental Consents are obtained, that it is necessary to specify a new transferor, file any additional application for the FCC Consent or otherwise change the FCC Application or any filing under the HSR Act, the parties shall amend, withdraw, file or re-file, or otherwise modify the FCC Application and any filing under the HSR Act, when requested by Seller to make such change, whether minor or major, and each of the Termination Date and FCC Action Date shall automatically be extended by a number of days equal to the number of days from the date of this Agreement to the date the last filing is made with the FCC, FTC or DOJ pursuant to this Section 1.10(f).

          (g) The main station FCC Licenses expire on the dates set forth on Schedule 1.1(a) . If the Stations include any stations for which the FCC has not granted a license renewal application, Seller shall continue to prosecute such renewal application. If the FCC Application is granted subject to a renewal condition, then the term “FCC Consent” shall mean FCC consent to the FCC Application and satisfaction of such renewal condition. In order to avoid disruption or delay in the processing of the FCC Applications, Buyer agrees, as a part of the FCC Applications, to request that the FCC apply its policy permitting the assignment of FCC Licenses in transactions involving multiple stations to proceed, notwithstanding the pendency of one or more renewal applications. Buyer agrees to make such representations and undertakings as are

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necessary or appropriate to invoke such policy, including without limitation undertakings to assume the position of the applicant with respect to any pending renewal applications and to assume the risks relating to such renewal applications. In addition, Buyer acknowledges that, to the extent reasonably necessary to expedite grant of a renewal application and thereby facilitate grant of the FCC Applications, Seller shall be permitted to enter into tolling agreements with the FCC to extend the statute of limitations for the FCC to determine or impose a forfeiture penalty against a Station in connection with any pending complaints that such Station aired programming that contained obscene, indecent or profane material or in connection with the FCC’s inquiry regarding a Station’s airing of certain video news release or satellite media tour material or in connection with any other enforcement matters against a Station with respect to which the FCC may permit Seller to enter into a tolling agreement. Buyer and Seller shall consult in good faith with each other prior to Seller entering into any such tolling agreement. Neither Seller nor Buyer shall take any action that would reasonably be expected to materially delay, materially impede, or prevent receipt of the FCC Consent.

ARTICLE 2: SELLER REPRESENTATIONS AND WARRANTIES

     Seller makes the following representations and warranties to Buyer:

     2.1 Organization . Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and is qualified to do business in each jurisdiction in which the Owned Real Property is located and in which the character of the Station Assets makes such qualification necessary. Seller has the requisite corporate power and authority to execute, deliver and perform this Agreement and all of the other agreements and instruments to be executed and delivered by Seller pursuant hereto (collectively, the “ Seller Ancillary Agreements ”) and to consummate the transactions contemplated hereby.

     2.2 Authorization . The execution, delivery and performance of this Agreement and the Seller Ancillary Agreements by Seller, and the consummation by Seller of the transactions contemplated hereby, have been duly authorized and approved by all necessary actions of Seller and do not require any further authorization or consent of Seller. This Agreement has been duly and validly executed and delivered by Seller and, at the Closing, each Seller Ancillary Agreement will be duly and validly executed and delivered by Seller. This Agreement is, and each Seller Ancillary Agreement when executed and delivered by Seller and each other party thereto at the Closing will be, a legal, valid and binding agreement of Seller enforceable against Seller in accordance with their respective terms, except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

     2.3 No Conflicts . Except as set forth on Schedule 2.3 and except for the Governmental Consents and consents to assign certain of the Station Contracts, the execution, delivery and performance by Seller of this Agreement and the Seller Ancillary Agreements and the consummation by Seller of the transactions contemplated hereby does not (a) conflict with any organizational documents of Seller, (b) violate, conflict with, result in the loss of any benefit under, result in any breach of, cause a default under, result in the termination of or give rights of termination under any contract or agreement to which Seller is a party or by which it is bound, or

(c) violate or conflict with any law, judgment, order, or decree to which Seller is subject, or require the consent or approval of, or a filing by Seller with, any governmental or regulatory authority or any third party, except, in any case described in such clauses (a) through (c), where such conflicts, violations, losses of benefits, breaches, defaults, terminations, rights of termination, failures to obtain such consents or approvals and/or failures to make such filings would not, individually or in the aggregate, have a Material Adverse Effect on the Business (as defined in Section 11.6).

     2.4 FCC Licenses . Except as set forth on Schedule 2.4 :

          (a) Seller is the holder of the FCC Licenses described on Schedule 1.1(a) , which are all of the licenses, permits and authorizations required under the Communications Act of 1934, as amended (the “ Communications Act ”), for the present operation of the Stations. The FCC Licenses are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired. There is not pending, or, to Seller’s knowledge, threatened, any action by or before the FCC to revoke, suspend, cancel, rescind or materially adversely modify any of the FCC Licenses (other than proceedings to amend FCC rules of general applicability). There is not issued or outstanding, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or order of forfeiture against the Stations or against Seller with respect to the Stations that could result in any such action. The Stations are operating in compliance in all material respects with the FCC Licenses, the Communications Act, and the published rules, regulations and policies of the FCC. All material reports and filings required to be filed with the FCC by Seller with respect to the Stations have been timely filed. All such reports and filings are accurate and complete in all material respects.

          (b) Each Station has been assigned a channel by the FCC for the provision of digital television (“ DTV ”) service, and the FCC Licenses include such authorization. Except as set forth on Schedule 2.4 , the Stations are broadcasting the DTV signal in accordance with such authorization in all material respects. Except as set forth on Schedule 2.4 , the Stations are in compliance in all material respects with the FCC’s DTV build-out requirements. Except as set forth on Schedule 2.4 , Seller has not leased, licensed, assigned, conveyed or otherwise encumbered any Station’s DTV spectrum or any portion thereof.

     2.5 Taxes . Seller has, in respect of the Business (as defined in Section 11.6), timely filed all material Tax Returns which are required to have been filed by it under applicable law, and all such Tax Returns are complete, true and correct in all material respects. Seller has fully and timely paid all material Taxes due and payable pursuant to such Tax Returns or pursuant to any assessments which have become payable, except for Taxes contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP. Seller has complied in all material respects with all applicable laws relating to the payment and withholding of Taxes and has duly and timely withheld and paid over to the appropriate taxing authority all amounts required to be so withheld and paid under all applicable laws. There are no Liens for Taxes on any of the Station Assets other than Permitted Liens. Seller is not a “foreign person” within the meaning of Section 1445 of the Code or Treasury Regulation section 1.1445-2(b).

     2.6 Equity Interests and Tangible Personal Property .

          (a) None of the Persons in which Seller owns Equity Interests are Subsidiaries. Except as set forth on Schedule 2.6(a) , Seller has good and valid title to the Equity Interests free and clear of Liens, other than Assumed Obligations, Permitted Liens and restrictions on transfer under the Securities Act of 1933, as amended, and applicable state securities and “blue sky” laws.

          (b) Except as set forth on Schedule 2.6(b) , Seller has good and valid title to the Tangible Personal Property free and clear of Liens, other than Assumed Obligations and Permitted Liens.

          (c) Except as set forth on Schedule 2.6(c) , all material items of Tangible Personal Property are in good operating condition, ordinary wear and tear excepted. SUBJECT ONLY TO THE FOREGOING SENTENCE, THE TANGIBLE PERSONAL PROPERTY IS BEING SOLD TO BUYER ON AN “AS-IS” BASIS AND IN ITS PRESENT CONDITION, SUBJECT TO NORMAL WEAR AND TEAR AND DAMAGE FROM CASUALTY, AND SELLER HEREBY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE FITNESS OR CONDITION OF THE TANGIBLE PERSONAL PROPERTY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR USE.

     2.7 Real Property .

          (a) Except as set forth on Schedule 2.7 , Seller has good and marketable fee simple title to the Owned Real Property free and clear of Liens, other than Assumed Obligations and Permitted Liens. The Seller is not obligated under, nor is a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any of the Owned Real Property or any portion thereof or interest therein. Seller has certificates of occupancy for each material improvement on the Owned Real Property and Seller has complied in all material respects with all material conditions of such certificates of occupancy.

          (b) To Seller’s knowledge, the Real Property is not subject to any suit for condemnation or other taking by any public authority. BUYER AGREES AND ACKNOWLEDGES THAT IT IS PURCHASING THE OWNED REAL PROPERTY “AS-IS” AND IN ITS PRESENT CONDITION, SUBJECT TO NORMAL WEAR AND TEAR AND DAMAGE FROM CASUALTY.

     2.8 Contracts . Schedule 1.1(d) sets forth a true and complete list of all contracts, agreements and leases that relate exclusively to the operation of the Stations or the ownership of the Station Assets (including, without limitation, all contracts for the sale of advertising time, programming and film contracts, syndication contracts, national sales representation contacts, employment contacts, retransmission (must carry) contacts, distribution contracts and network affiliation contracts, collective bargaining agreements, Real Property leases, income-producing leases and agreements), other than (a) contracts for the sale of time on Stations which are for cash at rate card values consistent with prior practices for the periods in question and with not more than twelve (12) months remaining in their terms or (b) contracts which were entered into

in the ordinary course of business and (i) which are terminable on thirty (30) days’ notice or less without penalty or premium, or (ii) did not impose monetary obligations on Seller in 2006, and are not reasonably expected to impose monetary obligations on Seller in 2007, in excess of $250,000 and which impose no material restrictions on the operation of the Stations. The Station Contracts requiring the consent of a third party to assignment are identified with an asterisk on Schedule 1.1(d) . Each of the Station Contracts (including without limitation each of the Real Property Leases) is in full force and effect and is binding upon Seller and, to Seller’s knowledge, the other parties thereto (subject to bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally). Seller has performed its obligations under each of the Station Contracts in all material respects and is not in material default thereunder, and to Seller’s knowledge, no other party to any of the Station Contracts is in default thereunder in any material respect.

     2.9 Environmental . Except as set forth on Schedule 2.9 , (a) no Hazardous Material regulated under any Environmental Law (as defined below) has been generated, stored, transported or released by or on behalf of Seller on, in, from or to the Real Property in violation of, or in a manner reasonably likely to result in the owner or operator of the Stations incurring material liability under, any applicable Environmental Laws; (b) Seller has complied in all material respects with all Environmental Laws applicable to the Stations and the Real Property, which compliance includes obtaining, maintaining and complying in all material respects with all permits, licenses or other authorizations required by Environmental Law for the operation of the Stations; (c) no claims are pending or, to the knowledge of Seller, threatened against Seller, the Stations or the Real Property alleging a violation of or liability under Environmental Laws; (d) to the knowledge of Seller, no conditions exist at any of the Stations or any Real Property that would reasonably be expected to result in the owner or operator of the Stations or the Real Property incurring material liability under Environmental Laws; and (e) to the knowledge of Seller, Seller has made available to Buyer copies of all material environmental assessment, audits, investigations or other similar environmental reports relating to the Stations or the Real Property that are in the possession, custody or control of Seller. For purposes of this Agreement, the following terms have the following meanings: (i) “ Environmental Law ” shall mean any applicable law, rule, regulation or other legal requirement, including common law, relating to the environment, natural resources, health or safety; and (ii) “ Hazardous Materials ” shall mean all materials, substances or wastes classified, characterized or regulated as “hazardous,” “toxic,” “pollutant” or “contaminant,” or words of similar meaning, under Environmental Laws.

     2.10 Intangible Property and Licensed IP .

          (a) To Seller’s knowledge, Seller is the sole and exclusive owner of or has the right to use, sell, license or sublicense, as the case may be, the Intangible Property and the Licensed IP free and clear of Liens, other than Assumed Obligations and Permitted Liens.

          (b) Schedule 1.1(e) contains a list of all Intangible Property that is registered or the subject of an application for registration, and a description of all other material Intangible Property included in the Station Assets. Except as set forth on Schedule 2.10 , (i) to Seller’s knowledge, Seller’s use of the Intangible Property and the Licensed IP does not infringe upon any third party rights in any material respect, (ii) no material Intangible Property or material Licensed IP is the subject of any pending or, to Seller’s knowledge, threatened legal proceedings claiming infringement or unauthorized use, (iii) Seller has not received any written notice that its

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use of any material Intangible Property or material Licensed IP is unauthorized or infringes upon or misappropriates the rights of any other person and (iv) to Seller’s knowledge, no third party is infringing on or misappropriating, in any material respect, any material Intangible Property or material Licensed IP.

     2.11 Employees . Except as set forth on Schedule 2.11 , (a) Seller has complied in all material respects with all labor and employment laws, rules and regulations applicable to the Stations’ business, including without limitation those which relate to prices, wages, hours, discrimination in employment and collective bargaining and (b) there is no unfair labor practice charge or complaint against Seller in respect of the Stations’ business pending or, to Seller’s knowledge, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal, and there is no strike, dispute, request for representation, slowdown or stoppage pending or threatened in respect of the Stations’ business. Other than the collective bargaining agreements set forth on Schedule 1.1(d) and included in the Station Contracts (the “ Collective Bargaining Agreements ”), Seller is not party to any collective bargaining, union or similar agreement with respect to any of the Active Employees, the Inactive Employees or the Additional Employees, and to Seller’s knowledge, other than the labor union parties to the Collective Bargaining Agreements (the “ Labor Unions ”), no union represents or claims to represent or is attempting to organize any such employees. Except as set forth on Schedule 2.11 , none of the Active Employees, the Inactive Employees or the Additional Employees participate in a multiemployer pension plan (within the meaning of Section 4001(a)(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”)) that is covered by Title IV of ERISA (a “ Multiemployer Plan ”) as to which there would be any material withdrawal liability if Seller were to completely withdraw from such plan as of the Effective Time and disregarding contributions attributable to any other business retained by Seller and its Affiliates.

     2.12 Insurance . Seller maintains insurance policies or other arrangements with respect to the Stations and the Station Assets consistent with its practices for other stations, and will maintain such policies or arrangements until the Effective Time.

     2.13 Compliance with Law . Except as set forth on Schedule 2.13 , (a) Seller has complied in all material respects with all laws, rules and regulations (including without limitation all FCC and Federal Aviation Administration rules and regulations) that are applicable to the operation of the Stations, and all decrees and orders of any court or governmental authority which are applicable to the operation of the Stations, and (b) to Seller’s knowledge, there are no governmental claims or investigations pending or threatened against Seller in respect of the Stations except those affecting the industry generally.

     2.14 Litigation . Except as set forth on Schedule 2.14 , there is no action, suit or proceeding pending or, to Seller’s knowledge, threatened against Seller (a) that would have a Material Adverse Effect on the Business or (b) that questions the legality or propriety of the transactions contemplated by this Agreement or that could adversely affect the ability of Seller to perform its obligations hereunder in any material respect. Seller is not operating under or subject to any order, writ, injunction or decree relating to the Stations or the Station Assets of any court or governmental authority that would have a Material Adverse Effect on the Business.

     2.15 Financial Statements . Seller has provided to Buyer copies of the following combined financial statements of Clear Channel Television (a division of Clear Channel

Communications, Inc.) relating to the operation of the Stations (such financial statements, collectively, the “ Financial Statements ”): (a) the audited balance sheet as of each of the fiscal years ended December 31, 2005 and December 31, 2006 (such balance sheet as of December 31, 2006, the “ Most Recent Audited Balance Sheet ”), (b) the audited statements of cash flows for each of the fiscal years ended December 31, 2005 and December 31, 2006 and (c) the audited statements of operations for each of the fiscal years ended December 31, 2004, December 31, 2005 and December 31, 2006. The Financial Statements have been derived from the books and records of Seller relating to the Stations, have been prepared in accordance with GAAP, consistently applied, and fairly present, in all material respects, the financial position and results of operations and cash flows of the Stations as of the dates thereof and for the periods indicated therein.

     2.16 Absence of Certain Changes or Events . Since December 31, 2006, there have not been any events, changes or occurrences or state of facts that, individually or in the aggregate, have had or would reasonably be expected to have, a Material Adverse Effect on the Business. Since December 31, 2006, the Stations have been operated in all material respects in the ordinary course of business consistent with past practice.

     2.17 Station Assets . The Station Assets include all material assets that are owned or leased by Seller and exclusively used or held for use in the operation of the Stations, as currently operated, except for the Excluded Assets. Except for finance, accounting, tax, legal, human resources and other corporate services provided to the Business by Clear Channel Communications, Inc. and its Affiliates and listed on Schedule 1.2(s) , the Station Assets are sufficient for the operation of the Stations in the ordinary course of business, as conducted by Seller as of the date of this Agreement.

     2.18 No Undisclosed Liabilities . Except (a) as reflected or reserved against in the Most Recent Audited Balance Sheet, (b) for liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of the Most Recent Audited Balance Sheet and (c) for the Retained Obligations, Seller does not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet or the notes thereto of the Business, other than those which have not had or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Business.

ARTICLE 3: BUYER REPRESENTATIONS AND WARRANTIES

     Buyer hereby makes the following representations and warranties to Seller:

     3.1 Organization . Buyer is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and is qualified to do business in each jurisdiction in which the nature of its business requires it to be so qualified. Buyer has the requisite limited liability company power and authority to execute, deliver and perform this Agreement and all of the other agreements and instruments to be executed and delivered by Buyer pursuant hereto (collectively, the “ Buyer Ancillary Agreements ”) and to consummate the transactions contemplated hereby.

     3.2 Authorization . The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer, and the consummation by Buyer of the transactions contemplated hereby, have been duly authorized and approved by all necessary actions of Buyer and do not require any further authorization or consent of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and, at the Closing, each Buyer Ancillary Agreement will be duly and validly executed and delivered by Buyer. This Agreement is, and each Buyer Ancillary Agreement when executed and delivered by Buyer and each other party thereto at the Closing will be, a legal, valid and binding agreement of Buyer enforceable against Buyer in accordance with their respective terms, except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

     3.3 No Conflicts . Except for the Governmental Consents, the execution, delivery and performance by Buyer of this Agreement and the Buyer Ancillary Agreements and the consummation by Buyer of the transactions contemplated hereby does not (a) conflict with any organizational documents of Buyer, (b) violate, conflict with, result in the loss of any benefit under, result in any breach of, cause a default under, result in the termination of or give rights of termination under any contract or agreement to which Buyer is a party or by which it is bound, or (c) violate or conflict with any law, judgment, order or decree to which Buyer is subject, or require the consent or approval of, or a filing by Buyer with, any governmental or regulatory authority or any third party.

     3.4 Litigation . There is no action, suit or proceeding pending or, to Buyer’s knowledge, threatened against Buyer that questions the legality or propriety of the transactions contemplated by this Agreement or that could adversely affect the ability of Buyer to perform its obligations hereunder in any material respect.

     3.5 Qualification . Schedule 3.5 sets forth each Attributable Interest (as defined below). Subject to receipt of the Waiver or the assignment of the Designated Station Assets to a Qualified Assignee pursuant to Section 11.2, Buyer is legally, financially and otherwise qualified to be the licensee of, acquire, own and operate the Stations under the Communications Act and the rules, regulations and policies of the FCC. Buyer is in compliance with Section 310(b) of the Communications Act and the FCC’s rules governing alien ownership. There are no facts or circumstances that would, under the Communications Act and the existing rules, regulations, policies and procedures of the FCC, disqualify Buyer as an assignee of the FCC Licenses or as the owner and operator of the Stations. Other than the Waiver and the Satellite Exemptions (as defined below), no waiver of or exemption from any provision of the Communications Act or the rules, regulations and policies of the FCC is necessary for the FCC Consent to be obtained. There are no facts or circumstances that might reasonably be expected to (a) result in the FCC’s refusal to grant the FCC Consent or otherwise disqualify Buyer, (b) materially delay obtaining the FCC Consent or (c) cause the FCC to impose a material condition or conditions on its granting of the FCC Consent. “ Attributable Interest ” means any interest in any assets or businesses that are held by Buyer (or any person having an attributable ownership interest in Buyer as defined for purposes of applying the FCC Media Ownership Rules) that would, immediately following the Effective Time, result in a conflict with the FCC Media Ownership Rules (including without limitation the equity debt plus rules) including without limitation any

such interest that Buyer (or such other person having an attributable interest in Buyer) is or may become obligated to acquire. “ Satellite Exemptions ” means the reauthorization of the existing exemptions from the FCC Media Ownership rules pursuant to Note 5 to 47 C.F.R. §73.3555 with respect to KOCW(TV) and KAAS-TV.

     3.6 Financing . Buyer has, or will have prior to Closing, sufficient cash, available lines of credit or other sources of immediately available funds to enable it to pay the Purchase Price. To the extent that Buyer intends to finance any portion of the Purchase Price, Buyer has delivered to Seller true and correct copies of commitment letters from Buyer’s equity investors and lenders (the “ Commitment Letters ”) pursuant to which such investors and lenders have agreed, subject to the terms and conditions set forth therein, to provide the equity and debt financing for the transactions contemplated by this Agreement (the “ Financing ”). As of the date hereof, the Commitment Letters are in full force and effect without amendment or modification, are the valid and binding obligations of each party thereto, have not been withdrawn or rescinded in any respect, and all commitment fees required to be paid thereunder on or prior to the date of this Agreement have been paid and any commitment fees required to be paid thereunder after the date of this Agreement will be paid in full. Except as set forth in the Commitment Letters, there are no other conditions to the consummation of the Financing and Buyer has no reason to believe that any condition to the Commitment Letters will not be satisfied or waived prior to the Closing Date. Buyer acknowledges and agrees that the obligation of Buyer to consummate the transactions contemplated by this Agreement is not conditioned upon the closing of the Financing, Buyer’s receipt of the proceeds of the Financing or Buyer’s ability to finance or pay the Purchase Price and that any failure of Buyer to consummate the transactions contemplated by this Agreement as a result of the foregoing shall constitute a material breach by Buyer of this Agreement and entitle Seller to receive the Deposit pursuant to Section 10.5.

     3.7 Brokers . All negotiations relative to this Agreement and the transactions contemplated hereby have been carried out by Buyer (or an Affiliate of Buyer) directly with Seller without the intervention of any party on behalf of Buyer in such manner as to give rise to any valid claim by any party against Seller for a finder’s fee, brokerage commission or similar payment.

     3.8 Solvency . Assuming (a) the satisfaction of the conditi