ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

between

Westwind Communications L.L.C.

as Seller,

and

Fisher Broadcasting Company

as Buyer

August 3, 2007

Table of Contents

ARTICLE I. ASSETS BEING SOLD AND PURCHASED AND PURCHASE PRICE							1
		1.1		Assets			1
		1.2		Excluded Assets			3
		1.3		Liabilities			4
		1.4		Escrow Deposit			5
		1.5		Purchase Price, Payment; Allocation of Purchase Price			5
		1.6		Prorations and Adjustments to the Purchase Price			5
		1.7		Collection of Accounts Receivable			8
		1.8		Additional Fees			9
ARTICLE II CLOSING AND CLOSING DELIVERIES							9
		2.1		Closing			9
		2.2		Closing Deliveries			10
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER							12
		3.1		Good Standing			12
		3.2		Right, Power and Authority			12
		3.3		No Conflicts or Defaults			13
		3.4		Broker’s Fee			13
		3.5		FCC Licenses and Other Authorizations			13
		3.6		Seller Qualifications			14
		3.7		Title to Assets; Sufficiency of Assets			14
		3.8		No Litigation; Compliance with Law			15
		3.9		Intellectual Property			15
		3.10		Contracts			15
		3.11		Insurance			16
		3.12		Condition of Assets			16
		3.13		Required Consents			16
		3.14		Employee Benefits			16
		3.15		Employment and Labor Matters			17
		3.16		Taxes			18
		3.17		Reports			18
		3.18		Financial Statements			18
		3.19		Real Property			18
		3.20		Environmental Laws and Regulations			20
		3.21		Accounts Payable			20
		3.22		MVPD Matters			21
		3.23		No Changes			21
		3.24		Affiliation Agreements			22
		3.25		Related Party Transactions			22
		3.26		Non-FCC Authorizations			22
		3.27		Disclaimer			23

		3.28		Ring-Fencing of Specific Warranties			23
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER							23
		4.1		Good Standing			23
		4.2		Right, Power and Authority			23
		4.3		Buyer Qualifications			24
		4.4		No Conflicts or Defaults			24
		4.5		No Litigation or Violations of Law			24
		4.6		Required Consents			24
		4.7		Broker’s Fee			25
ARTICLE V COVENANTS							25
		5.1		FCC Approval			25
		5.2		Cooperation			26
		5.3		Risk of Loss			26
		5.4		Written Consents and Certain Other Documents			27
		5.5		Notifications			28
		5.6		Allocation of Purchase Price			29
		5.7		Control of the Stations			29
		5.8		Inspection Rights			29
		5.9		No Changes			29
		5.10		Preservation of Books and Records			32
		5.11		Construction and Updating of Schedules			32
		5.12		Employees			33
		5.13		Title Insurance; Surveys; Lien Search; Real Property Inspection			35
		5.14		Exclusivity			36
		5.15		WARN Act			36
		5.16		Environmental Study			36
ARTICLE VI CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER TO CLOSE							37
		6.1		Conditions			37
		6.2		Challenges			38
		6.3		No Order			38
		6.4		Closing Deliveries			38
ARTICLE VII CONDITIONS PRECEDENT TO THE OBLIGATION OF SELLER TO CLOSE							38
		7.1		Conditions			38
		7.2		No Challenges			39
		7.3		No Order			39
		7.4		Closing Deliveries			39
ARTICLE VIII RIGHTS OF BUYER AND SELLER UPON TERMINATION OR BREACH							39
		8.1		Termination			39
		8.2		Effect of Termination			40

		8.3		Limitation on Damages			40
		8.4		Attorneys’ Fees and Costs			41
ARTICLE IX INDEMNIFICATION							41
		9.1		Survival			41
		9.2		Indemnification by Seller			42
		9.3		Indemnification by Buyer			42
		9.4		Indemnification Procedure			43
		9.5		Limitation on Indemnification Obligations			45
		9.6		Indemnification is Exclusive Remedy			45
		9.7		Indemnification Escrow Deposit			45
ARTICLE X MISCELLANEOUS							46
		10.1		Respective Costs			46
		10.2		Rules of Interpretation			46
		10.3		Entire Understanding			47
		10.4		Confidentiality			47
		10.5		Further Assurances			48
		10.6		Headings			48
		10.7		Counterparts			48
		10.8		Choice of Law			48
		10.9		Benefit and Binding Effect			48
		10.10		Notices			48
		10.11		No Third-Party Beneficiaries			50
		10.12		Contract Consents/Benefit			50
		10.13		Bulk Sales			50
		10.14		FCC Licenses			50
EXHIBIT A — Defined Terms							A1
EXHIBIT B — Legal Opinion Matters							B1
EXHIBIT C — Form of Consulting Agreement for Peter Desnoes							C1
EXHIBIT D — Form of Consulting Agreement for Wayne Lansche							D1

DISCLOSURE SCHEDULES

ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (this “ Agreement ”) is made and entered into as of this 3rd day of August, 2007 (the “ Effective Date ”), by and among Westwind Communications L.L.C., a Delaware limited liability company (“ Seller ”), and Fisher Broadcasting Company, a Washington corporation (“ Buyer ”).

RECITALS

          A. Seller holds the licenses, permits, approvals, and authorizations, and applications therefor (collectively, the “ FCC Licenses ”) issued by the Federal Communications Commission (the “ FCC ”) for the operation of television station KBAK-TV, Bakersfield, California and Class A Television Station KBFX-CA, Bakersfield, California (each a “ Station ” and collectively, the “ Stations ”) and owns or leases certain other assets used in connection with the operation of the Stations;

          B. Seller desires to sell and transfer to Buyer the Assets (as defined in Section 1.1), and Buyer desires to purchase and acquire the Assets from Seller and assume the Assumed Obligations (as defined in Section 1.3) for the consideration and upon the terms and conditions herein provided, subject to FCC approval; and

          C. Capitalized terms in this Agreement shall have the meaning set forth in Exhibit A hereto or as otherwise defined herein;

          NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained in this Agreement, the parties hereto, intending to be legally bound, do hereby agree as follows:

ARTICLE I

ASSETS BEING SOLD AND PURCHASED AND PURCHASE PRICE

           1.1 Assets . Upon the terms and subject to the conditions set forth in this Agreement, Seller hereby agrees to sell, assign, convey, transfer, and deliver to Buyer at the Closing, and Buyer hereby agrees to purchase at the Closing, free and clear of all Liens (other than Permitted Liens), all of Seller’s right, title, and interest in and to the following tangible and intangible assets (except as expressly provided in Section 1.2 hereof) (collectively, the “ Assets ”):

          (a) the FCC Licenses and all other licenses, permits, approvals, concessions, franchises, consents, qualifications, registrations, and authorizations, if any, issued by the FAA, any other regulatory agency, or any Governmental Authority that are required or useful in connection with the ownership and operation of the Stations, as are set forth in Schedule 1.1(a) hereto, and all applications therefor, together with any renewals, extensions or modifications thereof and additions thereto (collectively, and including the FCC Licenses, the “ Authorizations ”);

          (b) the Transmission Equipment, Transmission Structures, Towers, antenna system, cables, furnishings and fixtures, equipment, electrical devices, machinery,

tools, furniture, computers, telecommunications equipment, Central IT Resources, office equipment and supplies, vehicles, inventories of supplies, tapes, including recorded commercials and programming, spare parts, and other tangible assets or personal property of every kind and description used or useful primarily in the operation of the Station Business, including that set forth in Schedule 1.1(b) hereto (collectively, the “ Tangible Personal Property ”), plus such additions thereto and minus such deletions therefrom as are permitted by the provisions of this Agreement;

          (c) all Contracts relating to the Stations and Station Business, including, without limitation, those Contracts listed on Schedule 1.1(c) hereto and any additional Contracts relating to the Stations and Station Business executed and delivered, if written, or entered into orally, if oral, by Seller between the date hereof and the Closing Date in the ordinary course of business of operating the Stations consistent with past practice (collectively, the “ Assumed Contracts ”);

          (d) all program and programming materials and elements of whatever form or nature owned by Seller and used in connection with the Stations and Station Business, whether recorded on tape or any other media or intended for live performance, and whether completed or in production, and all call signs or call letters used with respect to the Stations, including “KBAK-TV,” “KBFX-LP” and “KBFX-CA,” and all trade names, trademarks, service marks, copyrights, and patents (registered or unregistered, and including applications and licenses therefor), trade secrets, universal resource locators, Internet domain names and website addresses (including any and all common law rights, applications, registrations, extensions and renewals relating thereto) owned, used or held for use by Seller in connection with the Station Business, as listed and described in Schedule 1.1(d) hereto, and any logograms, jingles, slogans and other intangible personal property associated therewith (“ Transferred Intellectual Property ”), together with the goodwill associated therewith;

          (e) the Owned Real Property and the Leased Real Property (collectively, the “ Real Property ”), and the Contracts granting Seller the right of use or occupancy of any portion of the Leased Real Property, or any Contract to which Seller is a party and granting any other Person the right of use or occupancy of any portion of the Owned Real Property, together with any amendments, modifications or supplements thereto (each a “ Lease ” and collectively, the “ Leases ”);

          (f) all books, files, and records contained in printed or digital documentation or other tangible material relating to the Assets or the operation of the Stations, including proprietary information, schematics, technical information and engineering data, machinery and equipment warranties, surveys, maps, rights to use telephone numbers, as-built drawings and other drawings, blueprints, plans, engineering data and processes developed or acquired by Seller, programming information, customer lists and files, advertising and programming purchase and sales records and other sales and traffic information, correspondence, advertising records, market data and information relating to the Stations’ markets, files, literature, copies of all title insurance policies and underlying title documents for the Real Property, copies of all environmental reports, copies of the Assumed Contracts, and the FCC required logs, files, and records, including the

Stations’ complete public inspection file, but not including any corporate or accounting books or records of Seller which do not relate to the operation of the Stations or the Assets, or which relate to Seller’s past or current income tax returns or liabilities;

          (g) warranties covering Tangible Personal Property to the extent transferable by the Seller;

          (h) all advance payments, if any, to Seller by advertisers for advertising that would run on the Stations after the Closing Date and any other advance payments by third parties for services to be provided by or for the Stations after the Closing Date;

          (i) except (i) as set forth in Section 1.2, (ii) for claims relating to Taxes for periods prior to the Closing Date, or (iii) for reimbursement of payments already made by Seller, all claims, counterclaims, credits, causes of action, choses in action, rights of recovery, and rights of indemnification or setoff against third parties and other claims arising out of or relating to the Station Business, the Assets or the Assumed Obligations and all other intangible property rights which primarily relate to the operation of the Stations, the Assets, or the Assumed Obligations;

          (j) all security deposits held by or on behalf of Seller as lessor under any lease; and

          (k) all other assets reflected on the balance sheet as of December 31, 2006 included in the Financial Statements, with such additions and subtractions thereto as are necessary to reflect acquisitions and dispositions, as appropriate, made in the ordinary course of business of operating the Stations from December 31, 2006 through the Closing Date.

           1.2 Excluded Assets . Notwithstanding anything to the contrary contained in this Agreement, the Assets do not include, and Seller shall not, and is not hereby agreeing to, sell, assign, transfer, deliver, or convey to Buyer (a) any assets not expressly set forth in Section 1.1 above; (b) other than the amounts described in Section 1.1(h), cash and cash equivalents on hand or on deposit in banks (including, without limitation, certificates of deposit, commercial paper, treasury bills, and money market accounts), marketable securities, or inter-company or inter-affiliate accounts, and any similar accounts, (c) all Accounts Receivable; (d) any and all prepayments, deposits, claims for refunds and prepaid expenses relating to the Station Business, the Assets, or the Assumed Obligations (including deposits on leasehold interests and utilities, prepaid taxes and insurance premiums (except as provided in Section 1.1(j) above)), to the extent such prepayments are not the subject of a proration adjustment as provided herein or Seller is not otherwise reimbursed at Closing; (e) any and all insurance policies and contracts of insurance, and proceeds or refunds therefrom; (f) any and all promissory notes, bonds, letters of credit, certificates of deposit, receivables on account, and any other similar items, and any cash surrender value in regard thereto; (g) any assets of any pension, profit-sharing, or employee benefit plans, including Seller’s interest in any welfare plan, pension plan, or benefit arrangement; (h) all Tax Returns and supporting materials, all financial statements and supporting materials, all books and records that Seller is required by law to retain, and all records of Seller relating to the sale of the Assets; (i) any interest in and to any refunds or overpayments

of Taxes for periods prior to the Closing Date; (j) any Contract other than the Assumed Contracts; (k) originals of the books and records necessary to enable Seller to file its Tax Returns and reports; (l) all tangible and intangible personal property within the Assets disposed of or consumed in the ordinary course of business consistent with the past practices of Seller, and the terms and conditions of this Agreement, between the Effective Date and the Closing Date; (m) the name “Westwind” as used on or in any intangible assets; (n) subject to Section 5.9 of this Agreement, all Assumed Contracts that have terminated or expired prior to the Closing Date in the ordinary course of business consistent with the past practices of Seller, and the terms and conditions of this Agreement; (o) Seller’s organizational documents and agreements, minute books, limited liability company records and other books and records that pertain to the internal matters of Seller; (p) any of the rights of Seller under this Agreement and the other agreements, certificates and documents delivered in connection herewith; (q) all claims for copyright royalties for broadcasts prior to the Closing Date and other claims for refunds of monies paid to a Governmental Authority prior to the Closing Date; and (r) refunds, claims for refund or charge backs with respect to commissions paid by Seller prior to the Closing Date (together (a)-(r), the “ Excluded Assets ”).

           1.3 Liabilities .

          (a) The Assets shall be sold and conveyed to Buyer by instruments of conveyance in a form reasonably satisfactory to Buyer and in accord with such forms as are customarily used for such purposes under the laws of the State of California and free and clear of all mortgages, liens, deeds of trust, security interests, pledges, restrictions, prior assignments, charges, claims, and encumbrances of any kind or type whatsoever (collectively, “ Liens ”) except for those Liens set forth on Schedule 1.3(a) (the “ Permitted Liens ”).

          (b) Upon the terms and subject to the conditions set forth in this Agreement, Buyer hereby agrees to as of the Closing Date assume and agree to pay for, satisfy, discharge, perform and fulfill insofar as they relate to the time period on and after the Closing Date and arise out of events occurring on or after the Closing Date, as and when due (i) all the obligations and liabilities of Seller under the Assumed Contracts (including all programming obligations to the extent the contractual payments are due after the Closing Date and all obligations and liabilities of Seller under the employment and compensation agreements listed on Schedule 1.1(c) ) and the Authorizations; (ii) any liability or obligation to a Transferred Employee (other than under any Employee Benefit Plan, except as otherwise contemplated by Section 5.12); (iii) any liability or obligation arising out of any litigation, proceeding or claim by any person or entity relating to the Assets or the Stations; (iv) any severance or other liability arising out of the termination of any Transferred Employee or any other employee’s employment with Buyer; (v) all Accounts Payable; and (vi) all other obligations and liabilities arising out of Buyer’s ownership of or rights in and to the Assets or the operation of the Stations; provided, that Buyer shall also assume and agree to pay for, satisfy, discharge, perform and fulfill those obligations and liabilities of Buyer set forth in Section 5.12 (collectively, the “ Assumed Obligations ”).

          (c) Other than the Assumed Obligations, Buyer shall not assume or be liable for, and does not undertake to assume or discharge: (i) any liability or obligation of

Seller arising out of or relating to any Contract or Lease; (ii) any liability or obligation of Seller arising out of or relating to any Employee Benefit Plan or otherwise relating to employment, including but not limited to wages, salaries, vacation pay, payroll taxes, COBRA coverage or severance payments (except as otherwise contemplated by Section 5.12); (iii) any liability or obligation of Seller arising out of or relating to any litigation, proceeding or claim (whether or not such litigation, proceeding or claim is pending, threatened or asserted before, on or after the Closing Date); (iii) any liability or obligation of Seller arising out of that certain Tolling Agreement between Seller and the FCC effective June 14, 2007 with respect to the FCC Licenses of KBAK-TV; (iv) any other liabilities, obligations, debts or commitments of Seller whatsoever, whether accrued now or hereafter, whether fixed or contingent, whether known or unknown; (v) all Accounts Payable; or (vi) any claims asserted against Seller, any Affiliate of Seller, the Stations or any of the Assets based on or arising out of any event (whether act or omission) occurring prior to the Closing Date including, without limitation, the payment of all Taxes (collectively, the “ Excluded Liabilities ”).

           1.4 Escrow Deposit . Upon the execution of this Agreement, Buyer shall deliver to United Bankshares, Inc. (the “ Escrow Agent ”) the sum of Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000) by wire transfer of immediately available funds (the “ Escrow Deposit ”). The Escrow Deposit shall be held by the Escrow Agent in an interest bearing account in accordance with the terms of the Escrow Agreement. In the event of a termination of this Agreement, the Escrow Deposit shall be distributed as provided in the Escrow Agreement. In the event of a Closing, subject to Sections 8.2(b) and 8.2(c), (i) One Million Dollars ($1,000,000) of the Escrow Deposit shall continue to be held by the Escrow Agent (the “ Indemnification Escrow Deposit ”) and disbursed in accordance with the Escrow Agreement and Section 9.7 below, (ii) the Indemnification Escrow Deposit shall be applied as a credit against the Purchase Price and any interest earned on the Escrow Deposit shall be paid to Seller in accordance with the Escrow Agreement, and (iii) One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of the Escrow Deposit (the “ Closing Escrow Deposit ”) shall be paid to Seller at Closing in accordance with Section 1.5(b) hereof and the Escrow Agreement.

           1.5 Purchase Price, Payment; Allocation of Purchase Price .

          (a) Upon the terms and subject to the conditions set forth in this Agreement, and in consideration for the sale, assignment, conveyance, transfer, bargain, and delivery of the Assets to Buyer pursuant to the terms hereof, the purchase price hereunder (the “ Purchase Price ”) shall be Fifty-Five Million Dollars ($55,000,000).

          (b) At Closing, (i) the Closing Escrow Deposit shall be delivered by Escrow Agent to Seller in cash by wire transfer of immediately available U.S. funds to an account designated by Seller, (ii) the balance of the cash portion of the Purchase Price in excess of the Escrow Deposit, subject to the adjustments described in Section 1.6 to be made as of the Closing Date, shall be delivered by Buyer to Seller by wire transfer of immediately available U.S. funds to an account designated by Seller.

           1.6 Prorations and Adjustments to the Purchase Price .

          (a) All prepaid revenue, prepaid expenses, accrued income and accrued expenses of the Stations as of 12:01 A.M. local Bakersfield time, on the Closing Date (the “ Effective Time ”) shall, except as otherwise expressly provided herein, be adjusted and allocated between Seller and Buyer to reflect the principle that all revenue, income and expenses arising from the operation of the Stations or relating to the Assets before the Effective Time shall be for the account of Seller, and all revenue, income and expenses arising from the operation of the Stations or relating to the Assets from and after the Effective Time shall be for the account of Buyer. Anything to the contrary in this Agreement notwithstanding: (i) payments for program rights shall be pro-rated or adjusted based on the value of the programs or the percentage of runs of a program performed under any program rights agreement, including those monthly payments for the month in which the Closing Date, and (ii) FCC regulatory fees (not including filing fees related to the FCC Applications) shall be prorated based upon the time during the FCC fiscal year during which each of Buyer and Seller held the FCC Licenses. Any adjustments or prorations made under this Section 1.6 shall be treated as a reduction or increase in the Purchase Price, as applicable.

          (b) Such prorations shall include all ad valorem and other property taxes, utility expenses, liabilities and obligations under Assumed Contracts, rents and similar prepaid and deferred items and all other expenses and obligations, such as deferred revenue and prepayments, attributable to the ownership and operation of the Stations that straddle the periods before and after the Effective Time. To the extent not known, real estate and personal property taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment as soon as the new tax rate and valuation can be ascertained even if such is ascertained after the Adjustment Amount is finally determined. Any and all agency commissions that are subject to adjustment after the Effective Time based on revenue, volume of business done or services rendered in part before the Effective Time and in part on or after the Effective Time shall be borne by Seller and Buyer ratably in proportion to the revenue, volume of business done or services rendered, as the case may be, by each with respect to the Stations during the applicable period.

          (c) To the extent not inconsistent with the express provisions of this Agreement, the allocations and prorations made pursuant to this Section 1.6 shall be made in accordance with GAAP.

          (d) No later than five (5) Business Days prior to the scheduled Closing Date, Seller shall prepare in good faith and deliver to Buyer a statement setting forth Seller’s estimate of the net amount by which the Purchase Price is to be increased or decreased in accordance with Sections 1.6(a), (b) and (c) of this Agreement as of the Closing (the “ Adjustment Amount ”) together with a schedule setting forth the pro rata adjustments of assets and liabilities required as of the Effective Time, in reasonable detail, and the components thereof (the “ Preliminary Adjustment Statement ”). If the Adjustment Amount reflected on the Preliminary Adjustment Statement is a credit to Buyer, then the Purchase Price payable at Closing shall be reduced by the amount of the preliminary Adjustment Amount, and if the Adjustment Amount reflected on the Preliminary Adjustment Statement is a charge to Buyer, then the Purchase Price payable at Closing shall be increased by the amount of such preliminary Adjustment Amount. For a period of ninety

(90) days after Closing, Buyer and its auditors and Seller and its auditors may review the Preliminary Adjustment Statement and the related books and records of Seller with respect to the Stations, and Buyer and Seller will in good faith seek to reach agreement on the final Adjustment Amount. If agreement is reached within such 90-day period, then promptly thereafter Seller shall pay to Buyer or Buyer shall pay to Seller, as the case may be, an amount equal to the difference between (i) the agreed Adjustment Amount and (ii) the preliminary Adjustment Amount indicated in the Preliminary Adjustment Statement. If agreement is not reached within such 90-day period, then the dispute resolution provisions of Section 1.6(e) shall apply.

          (e) If the parties do not reach an agreement on the Adjustment Amount within the 90-day period specified in Section 1.6(d), then Buyer and Seller shall submit to Ernst & Young (the “ Accounting Firm ”) for review and resolution by the Accounting Firm any and all matters directly relating to the computation of the Adjustment Amount that remain in dispute; provided, however, that the Accounting Firm shall not resolve any issues relating to the interpretation of this Agreement or any other legal issues. Within sixty (60) days after the end of such 90-day-period, Buyer and Seller shall submit their respective positions to the Accounting Firm, in writing, together with any other materials relied upon in support of their respective positions. Buyer and Seller shall make available to the Accounting Firm any books and records and work papers relevant to the preparation of the Accounting Firm’s computation of the Adjustment Amount. Buyer and Seller shall use reasonable efforts to cause the Accounting Firm to render a decision resolving such matters in dispute within thirty (30) days following the submission of such materials to the Accounting Firm and, upon completion of its review, to inform the parties in writing of its own determination of the Adjustment Amount and the basis for its determination. Any determination by the Accounting Firm in accordance with this Section shall be final and binding on the parties. Within five (5) calendar days after the Accounting Firm delivers to the parties its written determination of the Adjustment Amount, Seller shall pay to Buyer, or Buyer shall pay to Seller, as the case may be, an amount equal to the difference between (i) the Adjustment Amount as determined by the Accounting Firm and (ii) the preliminary Adjustment Amount indicated in the Preliminary Adjustment Statement.

          (f) Buyer and Seller agree that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. Except as specified in the following sentence, the cost of any arbitration (including the fees and expenses of the Accounting Firm) pursuant to this Section 1.6 shall be borne equally by Buyer on the one hand and Seller on the other hand. The fees and expenses (if any) of Buyer’s independent auditors and attorneys incurred in connection with the review of the Preliminary Adjustment Statement and related books and records shall be borne by Buyer, and the fees and expenses (if any) of Seller’s independent auditors and attorneys incurred in connection with their review of the Preliminary Adjustment Statement and related books and records shall be borne by Seller.

          (g) With respect to Contracts in effect as of the Closing Date under which Seller has agreed to provide commercial advertising time on the Stations after the Closing Date in exchange for property or services in lieu of, or in addition to, cash (“ Trade Agreements ”), the parties shall make an adjustment to reflect the difference between (A) the

value, as of the Closing Date, of all advertising time required to be broadcast by the Stations after the Closing Date pursuant to the terms and subject to the conditions of the Trade Agreements, and (B) the value of all property or services to be received by the Stations after the Closing plus all property or services received by the Station before the Closing to the extent included in the Assets pursuant to the terms and subject to the conditions of the Trade Agreements. To the extent that the amount described in the foregoing clause (A) exceeds the amount described in the foregoing clause (B) by an amount that is greater than Ten Thousand Dollars ($10,000), the Purchase Price shall be adjusted downward by the amount in excess of Ten Thousand Dollars ($10,000); in the event that the amount described in clause (A) exceeds the amount described in the clause (B) by an amount that is equal to or less than Ten Thousand Dollars ($10,000), such amounts are equal or the amount described in clause (A) is less than clause (B), there shall be no adjustment under this paragraph in respect of Trade Agreements. From and after the Closing Date, Buyer shall be entitled to all goods and services to be provided to the Stations after the Closing Date under the Trade Agreements. Substantially all of the Trade Agreements as of the date hereof are listed on Schedule 1.6(g) hereto. Buyer shall, as additional consideration, fully assume, perform, discharge and be fully responsible for all obligations under Trade Agreements.

           1.7 Collection of Accounts Receivable .

          (a) At the Closing, Seller shall designate Buyer, by means of a mutually acceptable agency agreement, as its agent solely for purposes of collecting on behalf of Seller the Accounts Receivable. Seller shall deliver to Buyer, on or after the Closing Date, a complete and detailed statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts to collect the Accounts Receivable during the period (the “ Collection Period ”) beginning at the Effective Time and ending one hundred twenty (120) days following the Closing Date consistent with Seller’s customary practices for collection of its accounts receivables; provided, however, that such efforts shall not include hiring attorneys or collection agencies to collect such Accounts Receivable. Any payment received by Buyer (i) at any time following the Effective Time, (ii) from a customer of a Station after the Effective Time that was also a customer of that Station prior to the Effective Time and that is obligated with respect to any Accounts Receivable and (iii) that is not designated as a payment of a particular invoice or invoices or as a security deposit or other prepayment, shall be presumptively applied to the accounts receivable for such customer outstanding for the longest amount of time and, if such accounts receivable shall be an Accounts Receivable, remitted to Seller in accordance with Section 1.7(b); provided further, however, that if, prior to the Effective Time, Seller or, after the Effective Time, Seller or Buyer received or receives a written notice of dispute from a customer with respect to an Accounts Receivable that has not been resolved, then Buyer shall apply any payments from such customer to such customer’s oldest, non-disputed accounts receivable, whether or not an Accounts Receivable. Buyer shall obtain the prior written approval of Seller before referring any of the Accounts Receivable to a collection agency or to an attorney for collection. Except as otherwise provided herein, Buyer shall incur no liability to Seller for any uncollected Accounts Receivable. During the Collection Period, neither Seller nor any of its agents, without the consent of Buyer shall make any direct solicitation of any customers owing the Accounts Receivable for collection purposes.

          (b) On or before the fifth (5th) day following the end of each calendar month in the Collection Period, Buyer shall deposit into an account identified by Seller at the time of Closing the amounts collected during the preceding month of the Collection Period with respect to the Accounts Receivable. Buyer shall furnish Seller with a list of the amounts collected during such calendar month and in any prior calendar months with respect to the Accounts Receivable and a schedule of the amount remaining outstanding under each particular account. Seller shall be entitled during the sixty-day period following the Collection Period to inspect, copy and audit the records maintained by Buyer pursuant to this Section 1.7, upon reasonable advance notice.

          (c) Following the expiration of the Collection Period, Buyer shall have no further obligations under this Section 1.7, except that Buyer shall immediately pay over to Seller any amounts subsequently paid to it with respect to any Accounts Receivable. Following the Collection Period, Seller may pursue collections of all the Accounts Receivable, and Buyer shall deliver to Seller all files, records, notes and any other materials relating to the Accounts Receivable and shall otherwise cooperate with Seller for the purpose of collecting any outstanding Accounts Receivable.

           1.8 Additional Fees . Buyer shall bear any and all sales and use taxes arising out of the transactions contemplated by this Agreement, including any applicable “bulk sales” tax. Buyer shall bear any transfer, conveyance, recordation and filing fees, taxes or assessments, including fees in connection with the conveyance of real property and the recordation of instruments related thereto, applicable to, imposed upon, or arising out of the sale, assignment, conveyance, and transfer to Buyer of the Assets as contemplated by this Agreement, provided, however, that Seller shall pay the fees, if any, for properly documenting and recording the release of any liens on the Assets and all income taxes based upon gain realized by Seller as a result of the sale of the Assets. All fees, charges and expenses of any title company retained by Buyer to provide one or more commitments or policies of title insurance for the benefit of Buyer or any of its Affiliates or otherwise arising in connection with the issuance of any commitment or policy of title insurance for the benefit of Buyer or any of its Affiliates shall be borne solely by Buyer. Buyer and Seller shall bear equally all of the FCC filing fees incurred in connection with the Assignment Applications.

ARTICLE II

CLOSING AND CLOSING DELIVERIES

           2.1 Closing . The term “ Closing ” as used herein shall refer to the actual conveyance, transfer, assignment, and delivery of the Assets to Buyer in exchange for the payment to Seller by Buyer of the consideration payable pursuant to Section 1.5 hereof on the Closing Date, and shall be deemed effective as of 12:01 a.m. Eastern Standard Time on the Closing Date. The Closing shall take place at such place and hour as shall be mutually agreed upon by Buyer and Seller or the Closing may be conducted by mail or courier delivery of documents executed in counterparts; provided , however , that the Closing shall be held ten (10) Business Days after the date on which the FCC Consent has become a Final Order or January 8, 2008, whichever is later (such date referred to herein as the “ Closing Date ”), in either case

subject to the satisfaction or waiver of the other conditions set forth in Articles VI and VII of this Agreement.

           2.2 Closing Deliveries .

     (a) At the Closing, Seller shall deliver (or cause to be delivered) to Buyer the following documents and instruments of conveyance and assignment, in each case reasonably satisfactory in form and substance to Buyer and its counsel and duly executed by Seller or such other signatory as may be required by the nature of the document:

          (i) grant deeds in recordable form effective to vest in Buyer good and marketable fee simple title to all parcels of the Owned Real Property, in each case free and clear of all Liens (other than Permitted Liens);

          (ii) duly executed bills of sale, certificates of title, endorsements, assignments, consents and other good and sufficient instruments of sale, conveyance, transfer and assignment sufficient to sell, convey, transfer and assign the Authorizations, the Tangible Personal Property, the Assumed Contracts and the other Assets to Buyer free and clear of any Liens (other than Permitted Liens) and to quiet Buyer’s title thereto;

          (iii) certified copies of the required consents or resolutions of the directors, members, managers, and/or partners of Seller (or a committee thereof duly authorized), authorizing the execution, delivery and performance by Seller of the transactions contemplated by this Agreement, and certification that such consents or resolutions were duly adopted at a duly convened meeting of the directors, members, managers, or partners or committee, at which a quorum was present and acting throughout or by unanimous written consent, and that such consents or resolutions remain in full force and effect, and have not been amended, rescinded or modified, except to the extent attached thereto;

          (iv) a certificate, dated as of the Closing Date, executed by an officer of Seller certifying (A) that the representations and warranties of Seller contained in this Agreement are true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) on and as of the Closing Date, except for changes contemplated by this Agreement and except for representations and warranties expressly made solely as of a prior date; and (B) that Seller has, in all material respects, performed all of its obligations and complied with all of its covenants set forth in this Agreement to be performed and complied with by it prior to or on the Closing Date;

          (v) subject to the provisions of Section 1.2 hereof, copies of all Authorizations, Assumed Contracts, blueprints, schematics, working drawings, plans, projections, statistics, engineering records, and all files and records regarding the Assets and used by Seller in connection with the Assets and the Station’s operations;

          (vi) a certificate from the appropriate governmental officials of (A) Delaware as to the good standing of Seller and (B) California as to the good standing as a foreign entity of Seller;

          (vii) all Consents that Seller has been able to obtain pursuant to this Agreement;

          (viii) to the extent not previously transferred, the files, records and other information referenced in Section 1.1(f);

          (ix) a certification signed by Seller to the effect that Seller or, if Seller is an entity disregarded as separate from another entity for federal income tax purposes, such other entity is not a “foreign person” as defined in Section 1445 of the Code;

          (x) an opinion (or opinions) of Seller’s counsel and Seller’s communications counsel, as applicable, dated as of the Closing Date, covering the matters set forth Exhibit B , subject to customary qualifications, limitations, exceptions and assumptions;

          (xi) Consulting Agreements in the form of Exhibits C and D hereto executed by Peter Desnoes and Wayne Lansche, respectively; and

          (xii) such other documents to be delivered by Seller as are reasonably necessary to effectuate and document the transactions contemplated herein.

          (b) At the Closing, Buyer shall deliver (or cause to be delivered) to Seller the following documents and instruments of conveyance and assignment, in each case reasonably satisfactory in form and substance to Seller and its counsel and duly executed by Buyer or such other signatory as may be required by the nature of the document:

          (i) the Purchase Price, which shall be paid in the manner specified in Section 1.5;

          (ii) an instrument or instruments of assumption of the Authorizations, the Assumed Contracts, and the other Assumed Obligations to be assumed by Buyer pursuant to this Agreement;

          (iii) a certificate, dated as of the Closing Date, executed by an officer of Buyer, certifying that (A) the representations and warranties of Buyer contained in this Agreement are true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) on and as of the Closing Date, except for changes contemplated by this Agreement and except for representations and warranties expressly made as of a prior date; and (B) Buyer has, in all material respects, performed all of its obligations and complied with all of its covenants set forth in this Agreement to be performed and complied with by it prior to or on the Closing Date;

          (iv) certificates from the appropriate governmental officials of (A) Washington as to the good standing of Buyer and (B) California as to the good standing as a foreign entity of Buyer;

          (v) certified copies of the required consents or resolutions of the directors, members, managers, stockholders or partners of Buyer, (or a committee thereof duly authorized), authorizing the execution, delivery and performance by Buyer of the transactions contemplated by this Agreement, and certification that such consents or resolutions were duly adopted at a duly convened meeting of the directors, members, managers, or partners or committee, at which a quorum was present and acting throughout or by unanimous written consent, and that such consents or resolutions remain in full force and effect, and have not been amended, rescinded or modified, except to the extent attached thereto;

          (vi) Consulting Agreements in the form of Exhibits C and D hereto executed by Buyer; and

          (vii) such other documents to be delivered by Buyer hereunder as are reasonably necessary to effectuate and document the transactions contemplated herein.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER

          As of the date hereof and, except for representations and warranties expressly made solely as of a prior date, on the Closing Date, Seller represents and warrants to Buyer as follows:

           3.1 Good Standing . Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Seller has all requisite limited liability company power and authority (a) to own, lease, and use the Assets as presently owned, leased, and used, (b) to conduct the business and operations of the Stations as presently conducted, and (c) to execute and deliver this Agreement and the documents contemplated hereby, and to perform and comply with all of the terms and conditions to be performed and complied with by Seller hereunder and thereunder. Seller is not a participant in any joint venture or partnership with any other person or entity with respect to any part of the Station Business.

           3.2 Right, Power and Authority . Seller has taken all requisite limited liability company action in order to authorize the execution, delivery, and performance of this Agreement and the consummation of the sale of the Assets and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and is the legal, valid, and binding obligation of Seller enforceable against Seller in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally and the application of general principles of equity (regardless of whether that enforceability is considered in a proceeding at law or in equity).

           3.3 No Conflicts or Defaults . Neither the execution, delivery, nor performance of this Agreement by Seller, nor the consummation of the sale and purchase of the Assets or any other transaction contemplated hereby, after the giving of notice, or the lapse of time, or both, (a) conflicts with or results in a breach of the articles of organization, operating agreement or other organizational instrument of Seller, (b) violates any Law applicable to Seller; (c) constitutes grounds for termination of, results in a breach of, constitutes a default under, violates any right of first refusal or similar right granted to a third party under, or accelerates or permits the acceleration of any performance required by the terms of, any Contract to which either Seller is a party or by which Seller or the Assets are bound and which relates to the ownership or operation of the Stations or the Assets; provided , however , that certain Assumed Contracts listed in Schedule 1.1(c) hereto are not assignable without the consent of another party and the FCC Licenses are not assignable without the consent of the FCC; or (d) results in the creation of any Lien, other than Permitted Liens, upon any of the Assets, other than, in the case of clauses (b), (c) and (d) of this Section 3.3, as expressly contemplated by this Agreement or as would not reasonably be expected to have a Material Adverse Effect or materially adversely affect Seller’s ability to perform its obligations in accordance with the terms of this Agreement.

           3.4 Broker’s Fee . Neither this Agreement, nor the sale and purchase of the Assets contemplated by this Agreement, was induced or procured through the services of any person, firm, corporation, or other entity acting on behalf of or representing Seller as broker, finder, investment banker, financial advisor, or in any similar capacity, other than Tri-Artisan Partners LLC, whose fees shall be the responsibility of the Seller.

           3.5 FCC Licenses and Other Authorizations .

          (a) As of the Effective Date, Schedule 1.1(a) lists all FCC Licenses held by Seller and all material pending applications filed by Seller with the FCC with respect to the Stations. Seller has delivered to Buyer true and complete copies of the FCC Licenses and other Authorizations (including any and all amendments and other modifications thereto). To Seller’s Knowledge, the FCC Licenses and other Authorizations were validly issued by the FCC or other Governmental Authority, as applicable, and as of the Effective Date are in full force and effect, unimpaired by any act or omission by either Seller or its partners, managers, officers, directors, employees or agents. Other than the FCC Licenses and the other Authorizations set forth in Schedule 1.1(a) hereto, to Seller’s Knowledge, no material franchises, licenses, permits, approvals, or authorizations are required in order for Seller to legally operate the Stations in the manner and to the full extent that they are operated on the Effective Date. Except as set forth on Schedule 1.1(a) , as of the Effective Date, none of the FCC Licenses or other Authorizations are subject to any restriction or condition which would limit the full operation of the Stations as required by the FCC and as presently operated, other than (a) restrictions set forth in the FCC Licenses and other Authorizations as of the date hereof, and (b) restrictions of general applicability to the television broadcasting industry as a whole.

          (b) Except as set forth on Schedule 3.5 hereto, other than proceedings of general applicability affecting or purporting to affect all similarly-situated television broadcasting stations, as of the Effective Date, there is not pending or, to Seller’s Knowledge, threatened (y) any action or proceeding by or before the FCC or by or before any other governmental body to revoke, refuse to renew, or modify the FCC Licenses or any other

Authorizations; or (z) any petition, investigation, inquiry, complaint, notice of violation, notice of apparent liability, or notice of forfeiture against the Stations or against Seller with respect to the Stations.

          (c) Except as set forth on Schedule 1.1(a) hereto, as of the Effective Date, to Seller’s Knowledge, no applications of Seller are pending before the FCC with respect to the Stations.

          (d) Except as set forth on Schedule 3.5 hereto, as of the Effective Date, to Seller’s Knowledge, the Stations are operating in compliance in all material respects with the FCC Licenses and the Communications Act of 1934, as amended, and the rules, regulations and policies of the Federal Communications Commission as in effect on the date of this Agreement (collectively, the “ Communications Act ”), including the Main Studio Rules.

          (e) Schedule 3.5 identifies the Tower(s) on which the main analog antenna of the Stations is mounted and the Tower(s) on which Seller has mounted, or intends to mount, as applicable, the main digital antenna of the Stations. To Seller’s Knowledge, the Transmission Structures are registered to the extent required by Law and all such Transmission Structures have been constructed, and are operated and maintained, in compliance in all material respects with the FCC Licenses and all applicable Laws, including the Communications Act and those promulgated by the FAA (and including, to the extent applicable, all such Laws concerning the marking, painting, lighting, height and registration of the Transmission Structures).

          (f) To Seller’s Knowledge, the Stations are operating at or below the effective radiated power authorized under the FCC Licenses.

          (g) To Seller’s Knowledge, the Stations do not cause or receive any material interference that is in violation of the Communications Act or any other applicable Laws.

          (h) Seller has provided Buyer with true and complete copies of all agreements which serve to toll one or more statutes of limitations under the Communications Act between Seller and the FCC with respect to the Stations.

           3.6 Seller Qualifications . Except as set forth on Schedule 3.6 hereto, as of the Effective Date, Seller is legally, financially and otherwise qualified under the Communications Act to perform its obligations hereunder, to be the licensee of, and to own and operate the Stations. Except as set forth on Schedule 3.6 hereto, to Seller’s Knowledge, as of the Effective Date, no fact or circumstance exists relating to the FCC qualifications of Seller that (i) could reasonably be expected to prevent or delay the FCC from granting the FCC Consent, or (ii) would otherwise disqualify Seller as the licensee, owner or operator of the Stations.

           3.7 Title to Assets; Sufficiency of Assets . Seller has good and marketable title to or a valid leasehold interest in or license to use, as applicable, all of the Assets, free and clear of any Liens, except for (a) Permitted Liens and (b) the Liens listed in Schedule 3.7 all of which will be removed on or before the Closing Date. The Assets, together with the Excluded Assets, constitute all of the properties, interests, assets and rights of Seller relating to the Station Business and constitute all those necessary for the continued operation of the Station Business as currently conducted. At the Closing, Seller will convey to Buyer, good and marketable title to,

or a valid leasehold interest in or license to use, as applicable, all of the Assets (other than Assets disposed of in the ordinary course of business), free and clear of all Liens (other than Permitted Liens).

3.8 No Litigation; Compliance with Law .

                    (a) Except for matters affecting the television broadcasting industry generally, and except for those matters set forth in Schedule 3.8(a) hereto, there is no litigation at law or in equity, no arbitration proceeding, and no proceeding before or by any court, commission, agency, or other administrative or regulatory body or authority, pending or, to Seller’s Knowledge, threatened, which would reasonably be expected to have a Material Adverse Effect or materially adversely affect Seller’s ability to perform its obligations in accordance with the terms of this Agreement.

                    (b) Seller owns, leases and operates its properties and assets relating to the Stations, and carries on and conducts the business and affairs of the Stations, in material compliance with all Laws.

3.9 Intellectual Property .

              (a) Except as set forth on Schedule 3.9 hereto, Seller owns all right, title and interest in and to, or has valid license rights to, all of the Transferred Intellectual Property, except as would not reasonably be expected to have a Material Adverse Effect. All material patent, trademark, trade name, service mark, brand name or copyright registrations, licenses, permits, jingles, privileges, and other similar intangible property rights and interests and all pending applications or applications to be filed, if any, therefor, owned by or licensed to Seller and used in the operation of the Stations are disclosed in Schedule 1.1(d) hereto. Except as set forth on Schedule 3.9 , Seller has all right and authority to use the call letters “KBAK-TV,” “KBFX-LP” and “KBFX-CA” in connection with the Station Business and to transfer such rights to Buyer at Closing. Seller has never conducted the Stations under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the names “Westwind,” “KBAK” or “KBFX” or derivatives thereof.

              (b) To Seller’s Knowledge, the ownership and operation of the Stations and the Assets, as presently owned and operated, do not infringe upon or conflict with any rights owned or held by any other Person, except as would not reasonably be expected to have a Material Adverse Effect. To Seller’s Knowledge, no Person is infringing, misappropriating or otherwise conflicting with the rights of Seller in any Transferred Intellectual Property. There are no claims pending or, to Seller’s Knowledge, threatened by any Person in respect of the ownership, validity, enforceability or use of any of the Transferred Intellectual Property.

               3.10 Contracts . Schedule 1.1(c) hereto sets forth (a) all material Contracts to which Seller or either of the Stations is a party as of the date hereof and which relate to the Assets or the Station Business, and (b) all material Leases under which Seller is the lessee or lessor of space on any Tower included in the Assets or used in the operation of the Stations. Seller has made or will make available to Buyer on or prior to Closing, true and complete copies of all such written Contracts and Leases, and true and complete memoranda of all material oral

Contracts and Leases (including any and all amendments and other modifications to such Contracts and Leases). Except as otherwise disclosed in Schedule 1.1(c) hereto, all of the Assumed Contracts (as of the date hereof) are in full force and effect, and are legal, valid and binding obligations of Seller, , and to Seller’s Knowledge, any other party thereto, and enforceable against Seller and, to Seller’s Knowledge, any other party thereto in accordance with their terms. Seller is not in material breach, nor to Seller’s Knowledge is any other party in material breach, of the terms of any of the Assumed Contracts. Seller has not received, nor sent to any tenant, subtenant or licensee of any Seller, any notice of default under any Lease with respect to the Leased Real Property that remains outstanding and uncured as of the date of this Agreement. Except as expressly set forth in Schedule 3.10 , Seller is not aware of any intention of any party to any Assumed Contract (a) to terminate such Assumed Contract other than in accordance with the terms of such Contract, or to amend the terms thereof, (b) to refuse to renew the same upon its expiration of its term, if such Contract contemplates renewal or (c) if such Contract contemplates renewal, to renew the same upon its expiration only upon terms and conditions which are materially less favorable to Seller. Except as disclosed on Schedule 1.1(c) , all oral Contracts set forth thereon are terminable by Seller at will or upon no more than thirty (30) days notice. Assuming that the Consents shall have been obtained, Seller has full legal power and authority to assign its rights under the Assumed Contracts to Buyer in accordance with this Agreement, and such assignment will not affect the validity, enforceability, and continuation of any of the Assumed Contracts.

           3.11 Insurance . Seller has in full force and effect insurance insuring the properties and assets of the Stations included in the Assets. Seller will make available to Buyer, at Buyer’s request, a copy of such insurance policies. Seller has not received any written notice, and to Seller’s Knowledge, any other notice from any insurance company of any defects or inadequacies in the Real Property or the premiums of the insurance thereon. Seller has not received any written notice, and to Seller’s Knowledge, any other notice, from any insurance company which has issued or refused to issue a policy with respect to any portion of the Real Property or from any board of fire underwriters (or other body exercising similar functions) requesting that Seller perform any repairs, alterations or other work to the improvements on such Real Property, with which full compliance has not been made.

           3.12 Condition of Assets . Except as provided in Schedule 3.12 hereto, to Seller’s knowledge, the Tangible Personal Property are free from material defects. The Stations’ transmitting facilities are being operated at full power as authorized by the FCC Licenses. Seller has peaceful and undisturbed possession under all material leases of Tangible Personal Property.

           3.13 Required Consents . Except for the FCC Consent, the Consents described in Schedule 3.13 hereto and as may be required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), if applicable, no consent, approval, permit, or authorization of, or declaration to, or filing with, any governmental or regulatory authority or any other third party is required to be obtained by Seller in order (a) to consummate the transactions contemplated by this Agreement, or (b) to permit Seller to assign or transfer the Assets to Buyer, except as would not reasonably be expected to have a Material Adverse Effect.

           3.14 Employee Benefits . Schedule 3.14 sets forth each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as

amended (“ ERISA ”)) and any other employee benefit plan, program, agreement or arrangement maintained, provided, contributed to or required to be contributed to by Seller, or any ERISA Affiliate of Seller, for the benefit of employees of the Stations, including any Compensation Arrangement (collectively, the “ Employee Benefit Plans ”). “ ERISA Affiliate ” means with respect to any entity (i) a member of any “controlled group” (as defined in section 414(b) of the Code) of which that entity is also a member, (ii) a trade or business, whether or not incorporated, under common control (within the meaning of section 414(c) of the Code) with that entity, or (iii) a member of an affiliated service group (within the meaning of section 414(m) of the Code of which that entity is also a member. “ Compensation Arrangement ” means any bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance or termination pay, or profit sharing plan, program, agreement, or arrangement for the benefit of any current or former employee, director, or independent contractor of the Stations. Neither the Seller nor any ERISA Affiliate of the Seller maintains, provides, contributes to or is required to contribute to any Employee Benefit Plan that is subject to Title IV of ERISA, or any “multiemployer plan” within the meaning of section 3(37) of ERISA. Each Employee Benefit Plan that is intended to be “qualified” within the meaning of section 401(a), 401(f), or 403(a) of the Code is so qualified and has received or is entitled to rely on a favorable determination letter from the Internal Revenue Service that remains in effect on the date hereof, and its related trust is exempt from taxation under section 501(a) of the Code. All Employee Benefit Plans have been operated in all material respects in compliance with their terms and applicable law. Seller is not aware of the existence of any pending, threatened or anticipated governmental audit or examination of any Employee Benefit Plan or Compensation Arrangement. Complete and correct copies of each Employee Benefit Plan, including all amendments thereto, have been delivered to or made available to Buyer. There exists no action, suit, or claim (other than routine claims for benefits) pending, or, to Seller’s Knowledge, threatened or anticipated, against any such Employee Benefit Plan. The Seller has no obligation or liability with respect to post-termination health or life insurance benefits except to the extent required by Part 6 of Title I of ERISA or similar applicable state laws. No benefit that is or may become payable by any Employee Benefit Plan as a result of, or arising under, this Agreement shall constitute an “excess parachute payment” (as defined in section 280G(b)(1) of the Code) that is subject to the imposition of an excise tax under section 4999 of the Code or that would not be deductible by reason of section 280G of the Code.

           3.15 Employment and Labor Matters . Schedule 3.15 contains a true, complete and correct list of the names and positions of all employees engaged by Seller principally in connection with the Stations as of the date of this Agreement (the “ Business Employees ”), including each of their respective job titles, dates of hire and rates of pay. Seller has no written or oral contracts of employment with any Business Employee, other than (a) oral employment agreements terminable at will without penalty, or (b) those listed in Schedule 1.1(c) . Except as disclosed on Schedule 3.8(a) , Seller has received no notice alleging that Seller has failed to comply in any material respect with all applicable laws, rules, and regulations relating to the employment of labor, including those related to wages, hours, collective bargaining, occupational safety, discrimination, and the payment of social security and other payroll-related taxes. Except as disclosed on Schedule 3.8(a) , no controversies, disputes, or proceedings are pending, or, to Seller’s Knowledge, threatened or anticipated, between Seller and the Business Employees (singly or collectively), except as would not reasonably be expected to have a Material Adverse Effect. Except as disclosed on Schedule 3.15 , Seller is not party to, or subject

to, any collective bargaining agreements with respect to the Stations. Except as disclosed in Schedule 3.15 hereto, there is no material labor trouble, dispute, grievance, controversy, strike, union representation, or request for union representation pending, or, to Seller’s Knowledge, threatened, against Seller relating to or affecting the Station Business.

           3.16 Taxes . Seller has filed or caused to be filed all material Federal income Tax Returns and all other Federal, state, county, local, or city Tax Returns which are required to have been filed by Seller with respect to the Stations and the Assets, and Seller has paid or caused to be paid all Taxes shown on said returns or on any tax assessment received by Seller to the extent that such Taxes have become due, or has set aside on its books reserves (segregated to the extent required by GAAP) deemed by Seller to be adequate with respect thereto and except as specifically disclosed or scheduled there is no known, or to Seller’s Knowledge, threatened or anticipated tax liability of Seller with respect to Seller’s ownership of the Assets. Seller is not required to hold a seller’s permit for the sale of tangible personal property under California law.

           3.17 Reports . All material returns, reports, and statements which the Stations are currently required to have filed with the FCC or with any other governmental agency have been filed, and all material reporting requirements of the FCC and other Governmental Authorities having jurisdiction over the Stations have been complied with. All of such reports, returns, and statements are complete and correct in all material respects as filed. The Stations’ public inspection files are located at the Stations’ main studio and are in material compliance with the FCC’s rules and regulations. The Seller has paid all FCC regulatory fees due and payable by the Seller with respect to the Stations.

           3.18 Financial Statements . Seller has made available to Buyer the following financial statements for Seller: (i) audited balance sheet and statements of operations, members’ equity and cash flows as of and for the year ended December 31, 2006 and (ii) reviewed balance sheet and statements of operations, members’ equity and cash flows as of and for the year ended December 25, 2005 (collectively, the “ Financial Statements ”). The Financial Statements as of and for the year ended December 25, 2005 do not include information with respect to KBFX-CA, except with respect to the period from December 9, 2005 through December 25, 2005. The Financial Statements as of and for the year ended December 31, 2006 present fairly, in all material respects, the financial position of the Seller as of the respective dates and the results of its operations and cash flows for the periods then ended in conformity with generally accepted accounting principles in the United States (“ GAAP ”). Seller is not aware of any material modifications that should be made to the Financial Statements as of and for the year ended December 25, 2005 in order for them to be in conformity with GAAP.

3.19 Real Property .

          (a) Schedule 3.19 lists, as of the date of this Agreement, the street address or other location information for all Real Property owned by Seller (“ Owned Real Property ”). Seller is the sole owner and has good, valid, marketable and insurable fee simple interest (and such fee simple interest is recorded) to each parcel of Owned Real Property listed on Schedule 3.19 , free and clear of any Liens, other than Permitted Liens. Seller is not party to any Leases, subleases, licenses, concessions, or other Contracts granting to any party or parties the right of use or occupancy of any portion of any such parcel of Owned Real Property, except for those

listed on Schedule 3.19 . Seller has delivered or otherwise made available to Buyer true, correct and complete copies of all deeds, title insurance reports and policies, exception documents, Leases and related documents and information and surveys for the Owned Real Property in Seller’s possession.

          (b) Schedule 3.19 lists, as of the date of this Agreement, by street address or other location information, all parcels of Real Property used or held for use in the operation of, or occupied in connection with, the Stations in which Seller, as lessee, sublessee or licensee, as the case may be, has a leasehold or license interest or estate (together with any rights, title and interest of Seller pursuant to a Lease therefor and all improvements thereon, the “ Leased Real Property ”), and identifies the lessor or sublessor as the case may be, thereof. Except as set forth on Schedule 1.3(a) , Seller holds good, valid, existing and enforceable leasehold interests in all of the Leased Real Property. To Seller’s Knowledge, neither Seller, nor any other Person has granted any oral or written right to any Person other than Seller to lease, sublease, license or otherwise use or occupy any of the Leased Real Property beyond the end of the appli