ASSET PURCHASE AGREEMENT

EXHIBIT 10.1

ASSET PURCHASE AGREEMENT

Among

ENTRAVISION COMMUNICATIONS CORPORATION

ENTRAVISION HOLDINGS, LLC

ENTRAVISION-TEXAS LIMITED PARTNERSHIP

LIBERMAN BROADCASTING OF DALLAS, INC.

AND

LIBERMAN BROADCASTING OF DALLAS LICENSE CORP.

RELATING TO THE ACQUISITION OF

KTCY (FM) (101.7 FM, LICENSED TO AZLE, TX)

KZZA (FM) (106.7 FM, LICENSED TO MUENSTER, TX)

KZMP (FM) (104.9 FM, LICENSED TO PILOT POINT, TX)

KZMP (AM) (1540 AM, LICENSED TO UNIVERSITY PARK, TX)

and

KBOC (FM) (98.3 FM, LICENSED TO BRIDGEPORT, TX)

Dated as of August 2, 2006

TABLE OF CONTENTS

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APPENDIXES, SCHEDULES AND EXHIBITS

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is made and entered into this 2 ^nd day of August, 2006 (the " Execution Date "), by and among Entravision Communications Corporation, a Delaware corporation (" ECC") , Entravision-Texas Limited Partnership, a Texas limited partnership (" ECC LP ") and Entravision Holdings, LLC, a California limited liability company (" Holdings "), on the one hand, and Liberman Broadcasting of Dallas, Inc., a California corporation (" LBI "); and Liberman Broadcasting of Dallas License Corp., a California corporation (" LBI Sub "), on the other. ECC, ECC LP and Holdings are referred to collectively as " Seller " and LBI and LBI Sub are referred to collectively as " Buyer ."

W I T N E S S E T H:

WHEREAS , Seller owns certain assets used or held for use principally in connection with the operation of the following radio broadcast stations and their related auxiliary facilities, if any (each a " Station " and, collectively, the " Stations "):

KTCY (FM) (101.7 FM, licensed to Azle, TX)

KZZA (FM) (106.7 FM, licensed to Muenster, TX)

KZMP (FM) (104.9 FM, licensed to Pilot Point, TX)

KZMP (AM) (1540 AM, licensed to University Park, TX)

KBOC (FM) (98.3 FM, licensed to Bridgeport, TX)

WHEREAS, Seller desires to sell and assign to Buyer the Stations, the businesses of the Stations, and their respective related assets, and the licenses, permits and other authorizations issued by the Federal Communications Commission (the " FCC " or " Commission ") for or in connection with the operation of the Stations, including any and all pending applications therefor (together with any renewals, extensions, additions or modifications thereof, the " FCC Licenses ");

WHEREAS , LBI Sub desires to acquire the FCC Licenses, and LBI desires to acquire from Seller all the other assets owned by the Seller used or held for use principally for the Stations and the businesses related thereto; and

WHEREAS , the FCC Licenses may not be assigned to LBI Sub without the prior written consent of the Commission.

NOW, THEREFORE , in consideration of the mutual promises and covenants herein contained, the Parties, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. Unless otherwise stated in this Agreement, the following terms shall have the following meanings:

" ABC Tower Lease " means that certain Tower Lease Agreement dated as of November 6, 1998, by and between Entravision Broadcasting Corporation (as successor in interest to First Broadcasting Towers, L.P.) and ABC, Inc., which lease has not been amended or modified.

" Affiliate " means a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, a specified Person.

" Agreement " means this Multiple Station Asset Purchase Agreement, and references to " Articles ," " Sections, " " Schedules " and " Exhibits " are to the Articles and Sections of this Agreement and to the Schedules and Exhibits attached hereto.

" Assignment Application " means the application which Seller and Buyer will join in and file with the Commission requesting its written consent to the assignment of the FCC Licenses from Seller to LBI Sub.

" Assumed Contracts " means only (i) those Contracts listed on Schedule I and (ii) any other Contract, including any such Contracts existing as of the Execution Date or entered into by Seller between the Execution Date and the Closing Date, in each case, which LBI specifically agrees in writing to assume in connection with this Agreement in its sole discretion.

" Assumed Liabilities " has the meaning set forth in Section 3.2.

" Auxiliary Studio Lease " means that certain Lease Agreement, dated as of December 1, 2001, by and between Terry J. Hilliard (d/b/a T&R Rent Properties) and Seller (as successor-in-interest under the agreement to KTCY Licensing, Inc.), which lease has not been amended or modified.

" Basket Amount " has the meaning set forth in Section 10.5.1.

" Buyer " has the meaning set forth in the first paragraph of this Agreement.

" Buyer Indemnified Parties " has the meaning set forth in Section 10.1.

" Buyer Transaction Documents " has the meaning set forth in Section 5.3.

" Cap " has the meaning set forth in Section 10.5.1.

" Closing Date " means (i) the 5th business day following the Initial Grant Day, or (ii) such other time mutually agreed to in writing by the Parties, in each case, provided that the Initial Grant shall not as of such date be then subject to any petition for reconsideration, application for review, sua sponte review by the FCC staff or other similar proceeding seeking a stay, appeal, review, reconsideration or rehearing of the Initial Grant. The transactions to occur on the Closing Date shall be effective for all purposes as of 12:01 a.m., PST, on the Closing Date.

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" Closing Place " means the offices of O’Melveny & Myers LLP, 400 South Hope Street, 18 ^th Floor, Los Angeles, California 90071, or such other place mutually agreed to in writing by the Parties.

" COBRA " has the meaning set forth in Section 6.5.

" Code " means the Internal Revenue Code of 1986, as amended.

" Commission " has the meaning set forth in the recitals hereto.

" Communications Act " means the Communications Act of 1934, as amended, or any successor statute or statutes thereto, and all rules, regulations, written policies, orders and decisions of the FCC thereunder, in each case as from time to time in effect.

" Confidentiality Agreement " means that certain Non-Disclosure Agreement dated as of January 25, 2006, by and between Liberman Broadcasting, Inc. and ECC.

" Contracts " means any agreement, written or oral, between Seller and any third party related to any Station (including any operation or business thereof) or any Purchased Asset that creates a right or obligation for either side to make payment or provide goods or services or otherwise grants rights or creates obligations, including advertising contracts and sales orders.

" Damages " means any and all claims, liabilities, obligations, actions, losses, damages, costs, expenses, judgments, awards, deficiencies, penalties or settlements of any kind or nature, whether foreseeable or unforeseeable, including interest or other carrying costs, penalties assessments, judgments, legal, accounting and other professional fees and expenses incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that are imposed on or otherwise incurred or suffered by the specified Person.

" DOJ " has the meaning set forth in Section 6.3.2.

" ECC " has the meaning set forth in the first paragraph of this Agreement.

" ECC LP " has the meaning set forth in the first paragraph of this Agreement.

" Encumbrance " means any option, pledge, security interest, lien, charge, mortgage, claim, encumbrance or restriction (whether on voting, sale, transfer or disposition), whether imposed by agreement, understanding, law, rule or regulation; and, with respect to real property assets, including the Transmitter Buildings and Towers, it also means any leases, licenses or other occupancy agreements relating thereto or covering any portion thereof or any liens or encumbrances existing with respect to Seller’s interest under such documents.

" Environmental Assessment " has the meaning set forth in Section 7.10.

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" ERISA " means the Employee Retirement Income Security Act of 1974, as amended.

" ERISA Affiliate " has the meaning set forth in Section 4.16.1.

" Escrow Agent " means Commonwealth Land Title Company, a California corporation.

" Escrow Agreement " means the Corporate Custodial Agreement Relating to Earnest Money, dated as of the Execution Date, executed by the Escrow Agent, LBI and ECC substantially in the form of Exhibit E attached hereto.

" Escrow Deposit " has the meaning set forth in Section 3.3.

" Excluded Assets " has the meaning set forth in Section 2.2.

" Excluded Liabilities " has the meaning set forth in Section 2.3.

" Execution Date " has the meaning set forth in the first paragraph of this Agreement.

" FCC " has the meaning set forth in the recitals hereto.

" FCC Licenses " has the meaning set forth in the recitals hereto.

" Final Grant Day " means the day on which the Initial Grant shall have become final, that is, that the time period for filing any protests or requests or petitions for stay, reconsideration, rehearing, review or appeal by the FCC or a court of competent jurisdiction of such order and the time period for the FCC or its staff to have taken any actions to reconsider or review such order shall have expired, and that no timely protest or request or petition for stay, reconsideration, rehearing, review or appeal by the FCC or a court of competent jurisdiction or action by the FCC or its staff to reconsider or review such order shall be pending.

" Financial Statements " has the meaning set forth in Section 4.19.

" FTC " has the meaning set forth in Section 6.3.2.

" Fundamental Representations " has the meaning set forth in Section 10.4.

" GAAP " means, with respect to any relevant point in time, U.S. generally accepted accounting principles, as in effect at such point in time.

" Governing Documents " means, with respect to any Person other than a natural person, such Person’s articles of incorporation, articles of organization, certificate of incorporation, certificate of formation, limited liability company agreement, limited partnership agreement, bylaws and other similar governing documents.

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" Governmental Authority " shall mean any court, arbitrator, department, commission, board, bureau, agency, authority, instrumentality or other body, whether federal, state, municipal, foreign or other.

" Hazardous Substance " has the meaning set forth in Section 4.12.

" Holdings " has the meaning set forth in the first paragraph of this Agreement.

" HSRA " means the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and the regulations thereunder, as in effect from time to time.

" Indemnified Party " and " Indemnifying Party " have the meanings set forth in Section 10.3.

" Initial Grant " means, with respect to the Assignment Application, the Commission’s written consent to the assignment of the FCC Licenses associated with the Stations to LBI Sub pursuant to the Assignment Application (including by the Audio Services Division or the Media Bureau by delegated authority) without any conditions materially adverse to any Party.

" Initial Grant Day " means the day on which the Commission publishes public notice of an Initial Grant with respect to the Assignment Application.

" Intellectual Property " has the meaning set forth in Section 4.13.1.

" JAMS " has the meaning set forth in Section 11.8.

" KBOC Purchase Agreement " means that certain Asset Purchase Agreement, dated as of July 29, 1999, by and among North Texas Radio Group, L.P., Reese Broadcasting, L.L.C., and Z-Spanish Media Corporation, as amended by that certain Acknowledgments and Amendment to Asset Purchase Agreement, dated June 30, 2003, by and among North Texas Radio Group, L.P., Reese Broadcasting, L.L.C., and Z-Spanish Media Corporation, as further amended by that certain Second Amendment to Asset Purchase Agreement, dated as of January 17, 2006, by and among Z-Spanish Media Corporation, ECC LP (as successor in interest to Z-Spanish Media Corporation), North Texas Radio Group, L.P. and Reese Broadcasting, L.L.C.

" KBOC Upgrade License " has the meaning set forth in Section 4.3.1.

" KZMP Agreement " means the Brokered Programmer’s Agreement, by and between ECC through Holdings, and Everest Theaters, Inc. with respect to KZMP (AM).

" KZMP (FM) Tower Lease " means that Lease Agreement, dated as of April 23, 1993, by and between Clear Channel Broadcasting (as successor-in-interest to Allison Broadcast Group, Inc.) and Seller (as successor-in-interest to The Davis Family Trust), as amended by that certain Lease Amendment Agreement dated January 13, 2005.

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" LBI " and " LBI Sub " have the meanings set forth in the first paragraph of this Agreement.

" LBI Lease " means that KZZA-FM Tower Lease Agreement, dated as of March 28, 2003, by and between ECC and LBI (as successor-in-interest to AM & PM Broadcasters, LLC), as modified by that certain letter agreement dated July 16, 2004.

" LBI Media " means LBI Media, Inc., a California corporation.

"Leasehold Interests" means all right, title and interest of Seller under each of the leases listed in Part II of Schedule II .

" Leasehold Title Policy " means a Texas Owner’s Policy (T-1) with a Texas Leasehold Owner Policy Endorsement with respect to the Transmitter Site leased pursuant to the KZMP (FM) Tower Lease in a form and with coverages permitted under Texas law and amount reasonably acceptable to Buyer and showing only Permitted Liens.

" LER " means Lotus/Entravision Reps LLC.

" LER Agreement " has the meaning set forth in Section 4.7.

" Letter of Intent " means that Letter Agreement dated May 15, 2006 by and between Liberman Broadcasting, Inc. and ECC, as it may be amended from time to time.

" License Application " has the meaning set forth in Section 4.3.1.

" Material Adverse Effect " means any event, change, circumstance, effect or state of facts (or series of related events, changes, circumstances, effects or states of facts) materially adverse to (i) the business, financial condition or results of operations of the Stations, taken as a whole, or (ii) the ability of the Seller to perform its obligations under this Agreement or to consummate the transactions contemplated hereby; provided, however, that (1) any condition that requires that a Station be operated in accordance with a condition similar to those contained in the present FCC Licenses issued for operation of any applicable Station and (2) any condition affecting the radio industry generally or the markets in which the Stations operate generally, or general, national, regional or local economic or financial conditions (in each case, other than resulting from acts of war (whether or not declared), sabotage or terrorism, military actions or escalation thereof), or regulatory changes or changes in applicable law shall not be deemed a Material Adverse Effect.

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" Names " means (a) "Entravision Communications" and (b) Entravision’s trademark rights to the names "Super Estrella", "La Tricolor" and "Jose: Toca lo que quiere".

" Owned Real Property " means, collectively, the Transmitter Sites for KZZA(FM), KTCY (FM)/KBOC(FM) and KZMP(AM), each of which is more fully described in Part I of Schedule II .

" Party " means any of Seller, LBI or LBI Sub, as the context requires, and the term " Parties " means all such entities; provided, however, that Seller, on the one hand, and Buyer, on the other, shall each be considered a single Party for purposes of Sections 7.3, 7.4, 10.3 and 11.8.

" Permits " means the licenses, permits, approvals, authorizations, consents, variances and orders of any federal, state or local Governmental Authority used, held for use, or required in connection with the operation of the Stations (including the FCC Licenses) or the Purchased Assets or otherwise held or owned principally in connection with the Stations or the Purchased Assets, in each case, together with (i) all pending applications therefor and (ii) any renewals, extensions, additions or modifications thereof, including those listed on Schedule III .

" Permitted Assignment " shall have the meaning set forth in Section 11.2.

" Permitted Liens " means (i) liens for Taxes not yet due and payable or delinquent or the validity or amount of which is being contested in good faith by appropriate proceedings; (ii) mechanics’, carriers’, workers’, repairers’ and other similar liens arising or incurred in the ordinary course of business relating to sums not yet due and payable, or the validity or amount of which is being contested in good faith by appropriate proceedings and (iii) Encumbrances described in Schedule IV that will be released at Closing; provided that any of the foregoing in clauses (i) or (ii), individually, or in the aggregate, do not materially impair the value or materially interfere with the use of any assets or property material to the operation of the Stations as they have been and are now operated. Notwithstanding anything in the foregoing, with respect to Owned Real Property and the Transmitter Site leased pursuant to the KZMP (FM) Tower Lease only, Permitted Liens shall mean only (A) those Encumbrances reflected in the following commitments, each of which is attached hereto as part of Schedule II: (1) that certain (as marked) Commitment for Title Insurance issued by Lawyer’s Title Insurance Corporation, issued on August 1, 2006, GF No. 1980000050, (2) that certain (as marked) Pro Forma Owner Policy of Title Insurance issued by Lawyers Title Insurance Corporation, GF No. 1937000413, and (3) subject to Section 6.3.4, that certain (as marked) Commitment for Title Insurance issued by Lawyers Title Insurance, issued on August 1, 2006, File No. 31971, and (B) zoning, entitlement, conservation restriction and other land use and environmental regulations by Governmental Authorities that do not materially impair the value or materially interfere with the use of the Owned Real Property.

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" Person " means an association, a corporation, an individual, a partnership, a limited liability company, a trust or any other entity or organization, including a Governmental Authority.

" Phase I " has the meaning set forth in Section 7.10.

" Phase II " has the meaning set forth in Section 7.10.

" Prepaid Amounts " means, collectively, (i) subject to Section 3.6, the aggregate amount held as of the Closing Date as security deposits under the KZMP (FM) Tower Lease, the Primary Studio Lease (if any) and the Auxiliary Studio Lease, plus (ii) the aggregate amount of all prepaid expenses made by Seller (x) for services to be provided to the Stations after the Closing Date under the Assumed Contracts or (y) otherwise taken into account in calculating the prorations and adjustments pursuant to Section 3.6.

" Primary Studio Lease " means that certain Office) Lease Agreement dated as of March 27, 2002 by and between Mockingbird Station Partners, L.P., a Texas limited partnership, and ECC, as amended on February 9, 2005.

" Proceeds " has the meaning set forth in Section 7.6.1.

" Purchased Assets " has the meaning set forth in Section 2.1.

" Real Property " means, collectively, the Owned Real Property and the Leasehold Interests.

" Remediation Indemnification " has the meaning set forth in Section 7.10.

" Required Consents " means the FCC consents to the assignment of the FCC Licenses and the other governmental consents, third-party consents, approvals or waivers in form and substance satisfactory to Buyer, necessary to sell, convey or otherwise sell or assign the Purchased Assets to Buyer, including consents required to release the Encumbrances to be released at the Closing pursuant to clause (iii) of the definition of "Permitted Liens", in each case, as set forth on Schedule IV .

" Return " means any return, declaration, report, statement, information statement and other document required to be filed with respect to Taxes.

" Revised Proration and Adjustment Statement " has the meaning set forth in Section 3.6.2.

" Seller " has the meaning set forth in the first paragraph of this Agreement.

" Seller Benefit Plans " means any employee benefit plan, as defined in section 3(3) of ERISA, including any defined benefit pension plan, defined contribution pension plan, and medical and other welfare plan, and any retirement,

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post-retirement, deferred compensation, medical, dental, vision, cafeteria, dependent care, flexible spending, employee assistance, insurance, equity-based, stock purchase, stock option, savings, severance, employment, compensation, bonus, incentive, vacation, or other benefit plan agreement, program, or arrangement, whether or not subject to ERISA, provided by Seller to or for the benefit of any current or former employee of Seller or its Affiliates whose responsibilities primarily relate to the operation of the Stations and the businesses thereof (or any of their respective beneficiaries).

" Side Letter " has the meaning set forth in Section 11.11.

" Station " or " Stations " have the meanings set forth in the recitals hereto.

" Station KBOC " means radio station KBOC (FM) (98.3 FM, licensed to Bridgeport, Texas) and its related auxiliary facilities, if any.

" Station KBOC Construction Permit " means that certain construction permit (FCC File No. BMPH-20051221AAC) as granted by the FCC on June 20, 2006 for Station KBOC to undertake a one-step upgrade to Class C status.

" Tangible Personal Property " has the meaning set forth in Section 2.1.1.

" Taxes " means all federal, state and local taxes (including income, profit, franchise, sales, use, real-property, personal-property, ad valorem, excise, employment, social-security and wage-withholding taxes) and installments of estimated taxes, assessments, deficiencies, levies, withholdings, or other charges in the nature of a tax imposed by any Governmental Authorities, and any interest or penalties imposed with respect to any of the foregoing.

" Title Company " means Commonwealth Land Title/LandAmerica.

" Title Policies " means (i) a Texas Owner’s Policy (T-1) with respect to each parcel of Owned Real Property and (ii) the Leasehold Title Policy, each in a form and with coverages permitted under Texas law and amounts reasonably acceptable to Buyer and showing only Permitted Liens.

" Towers " means the radio broadcast towers located at the applicable Transmitter Site upon which the Stations’ broadcast antennas are located.

" Transaction Documents " has the meaning set forth in Section 4.2.

" Transmitter Buildings " means the studio and transmitter buildings located at the Transmitter Sites.

" Transmitter Sites " means certain real properties on which the transmitter and antenna sites for the Stations are located, located in Cooke, Dallas and Montague Counties.

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1.2 Knowledge. The term " knowledge ," as it relates to Seller, shall mean the actual knowledge of (i) Seller’s managerial and engineering staff at the Stations, (ii) Seller’s corporate executives and (iii) with respect to Section 4.21, the advertising sales staff at the Stations, and, as it relates to Buyer, shall mean the actual knowledge of Lenard Liberman and William Keenan.

1.3 Construction. The masculine form of words includes the feminine and the neuter and vice versa, and, unless the context otherwise requires, the singular form of words includes the plural and vice versa. The words "herein," "hereof," "hereunder," "hereto" and other words of similar import when used in this Agreement refer to this Agreement as a whole, and not to any particular section or subsection. The words "include," "includes" and "including" shall be deemed to be followed by the words "without limitation," and the word "or" is not exclusive.

ARTICLE II

PURCHASE AND SALE OF ASSETS

2.1 Assets to Be Conveyed. On the Closing Date at the Closing Place, subject to the terms and conditions set forth herein, Seller will sell, assign, convey, transfer and deliver (i) to LBI Sub, the FCC Licenses, and (ii) to LBI, all (except the Excluded Assets) of Seller’s right, title and interest in and to the businesses of the Stations, the Permits (other than the FCC Licenses) and the assets, Real Property, and rights of every kind and nature, whether tangible or intangible, absolute or contingent, wherever located, used or held for use principally in connection with the operation of the Stations (which, together with the FCC Licenses are collectively referred to as the " Purchased Assets "), and LBI Sub and LBI shall purchase, acquire, accept and pay for the Purchased Assets and assume the Assumed Liabilities. Such sale, assignment, conveyance, transfer and delivery is to be made by instruments of conveyance in form reasonably satisfactory to Buyer and is to be free and clear of all Encumbrances, except for Permitted Liens. The Purchased Assets include the following:

2.1.1 All of Seller’s right, title and interest in all tangible personal property, furniture, fixtures, improvements and office equipment and any other equipment owned by the Seller and used or held for use principally in the operation of the Stations, including as listed on Schedule V , including such items as (i) furniture and inventory in the Transmitter Buildings, (ii) transmitter facilities, (iii) transmission lines, (iv) the Towers, (v) main and back-up transmitters, generators and antennas, (vi) studio transmitter links, (vii) data links for transmitter telemetry, (viii) wireless microphone and other broadcasting equipment (including remote broadcast equipment), (ix) station vehicles, (x) audio-processing equipment, (xi) computers and related hardware and equipment and (xii) other equipment and tangible personal property used or held for use principally at the Transmitter Sites, at the studio spaces leased pursuant to the Primary Studio Lease or the Auxiliary Studio Lease, together with any replacements thereof or additions thereto made between the Execution Date and the Closing Date, less any retirements made in the ordinary and usual course of the Stations’ businesses (collectively, together with all tangible personal property described in Section 2.1.7, the " Tangible Personal Property ");

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2.1.2 All of Seller’s right, title and interest in the transmitter facilities located at the Transmitter Sites to the extent owned by Seller;

2.1.3 Seller’s fee interests in the Owned Real Property;

2.1.4 The Leasehold Interests;

2.1.5 All Prepaid Amounts, advance payments by advertisers received by Seller (whether prior to or after the Closing Date) for advertising that would run after the Closing Date on the Stations and other advance payments by third parties received by Seller (whether prior to or after the Closing Date) for services to be provided by or for any Station after the Closing Date;

2.1.6 The Assumed Contracts and all of Seller’s rights thereunder relating to periods and events occurring on and after the Closing Date;

2.1.7 Such files, records and logs owned by the Seller relating principally to any of the Purchased Assets or the operation of the Stations, including the Stations’ public inspection files and other records relating to the FCC Licenses and other filings with the Commission and such sales records and other sales and traffic information that may exist relating principally to the Stations and all sales orders, invoices, contracts, statements and station logs, in each case, for the two year period prior to the Closing Date, but excluding the corporate and accounting records of Seller expressly described in Section 2.2.4 (it being understood by the Parties that Seller shall transfer the data principally related to the operation of the Stations (including the data resident in Seller’s accounting and traffic software) on the computer systems of Seller to the computer systems of Buyer to the extent reasonably practicable and it being further understood that Seller will provide copies of the records described in Section 2.2.4 to the extent reasonably requested by Buyer with respect to the Stations or the Purchased Assets, including pursuant to Section 11.13); and

2.1.8 All Intellectual Property.

For the avoidance of doubt, the Purchased Assets shall also include all other assets used or held for use principally in connection with the operation or business of the Stations, including any Permits and any other assets, that are in the nature of the assets described in Sections 2.1.1 through 2.1.8 above and that are owned by any Affiliate of Seller and, to the extent that any Affiliate owns any such assets, Seller shall cause such Affiliates to assign, convey, transfer and deliver to LBI or LBI Sub, as applicable, all of such Affiliate’s right, title and interest in and to such assets on or prior to the Closing Date for no additional consideration.

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2.2 Excluded Assets. Notwithstanding anything contained in Section 2.1 to the contrary, the Seller is not selling, and the Buyer is not purchasing, any assets of Seller not principally used or held for use in connection with the operation of the Stations, and without limiting the generality of the foregoing, the term "Purchased Assets" shall expressly exclude the following assets of the Seller, all of which shall be retained by the Seller (collectively, the " Excluded Assets "):

2.2.1 all of Seller’s cash and cash equivalents (other than amounts described in Section 2.1.5);

2.2.2 deposits made by Seller under any Contracts (other than the amounts described in Section 2.1.5);

2.2.3 all accounts receivable of Seller accruing prior to the Closing Date;

2.2.4 Seller’s corporate books and records of internal corporate proceedings, tax records, work papers and books and records that the Seller is required by Law to retain, provided that Seller shall provide Buyer with access to such records to the extent reasonably requested by Buyer with respect to the Stations or the Purchased Assets, including pursuant to Section 11.13;

2.2.5 all of Seller’s bank accounts;

2.2.6 all accounting records (including records relating to Taxes) and internal reports relating to the business activities of the Seller, in each case, (i) that are not Purchased Assets and (ii) that was not principally related to the Stations or their operations;

2.2.7 any interest in or right to any refund of Taxes relating to the business of the Stations, the Purchased Assets or the Assumed Liabilities for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date;

2.2.8 subject to Section 7.6.3, any insurance policies and rights, claims or causes of action thereunder;

2.2.9 any employee benefit plans, assets relating to any employee benefit plans, employment records and Contracts with employees;

2.2.10 all rights, claims and causes of action relating to any Excluded Assets or any Excluded Liabilities;

2.2.11 the Names; and

2.2.12 all rights of Seller under any Transaction Document or the Confidentiality Agreement.

2.3 Excluded Liabilities. Except for the liabilities and obligations specifically assumed by Buyer pursuant to Section 3.2, Buyer will not assume and will not be or

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become liable for, any liabilities or obligations of Seller of any kind or nature whatsoever, whether absolute, contingent, accrued, known or unknown, related to the pre-Closing ownership or operation of the Purchased Assets or the Stations, the pre-Closing or post-Closing ownership or operation of the Excluded Assets, Seller’s employees or otherwise, including, without limitation, the cost of satisfying all monetary amounts required (pre-Closing or post-Closing) to remove all Encumbrances constituting Permitted Liens as of the Closing Date pursuant to clause (i) or (ii) of the definition thereof to which the Purchased Assets are subject as of the Closing Date (collectively, the " Excluded Liabilities "); provided, however, that Seller shall not be obligated to pay the cost of satisfying any monetary amount required to remove any Encumbrance constituting a Permitted Lien pursuant to clause (i) or (ii) of the definition thereof (x) to the extent that such amount is not yet due and payable as of the Closing Date, until the date on which such amount becomes due and payable or (y) to the extent that such amount is being contested in good faith by appropriate proceedings, until the date on which the obligation with respect thereto is resolved by such appropriate proceedings, including any settlement thereof. For the avoidance of doubt, the Excluded Liabilities include all Taxes of Seller, including any Taxes imposed on Seller as a result of the transactions contemplated by this Agreement, except for any Taxes of Seller specifically allocated to Buyer pursuant to Section 3.6.1 and Section 7.7.1.

2.4 Beneficial Use of Assumed Contracts. The Parties acknowledge that certain of the Assumed Contracts included in the Purchased Assets, and the rights and benefits thereunder necessary or appropriate or relating to the conduct of the business and activities of Seller and/or the Stations may not, by their terms, be assignable. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign such Assumed Contracts, and Buyer shall not be deemed to have assumed the same or to be required to perform any obligations thereunder, if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the rights under such Assumed Contracts of Buyer or Seller, if such third party consent has not been obtained. In such event, from and after the Closing, (a) the Seller will cooperate with LBI to provide for LBI all benefits to which the Seller is entitled under such Assumed Contracts, (b) any transfer or assignment to LBI by Seller of any such Assumed Contracts or any right or benefit arising thereunder or resulting therefrom which shall require the consent or approval of any third party shall be made subject to such consent or approval being obtained, (c) Seller shall, without further consideration therefor, pay, assign and remit to LBI promptly all monies, and, to the extent practicable, all other rights or considerations received or obtained, or which may be received or obtained, in respect of performance of such Assumed Contracts, and (d) upon receipt of the required third-party consent, the applicable Assumed Contract shall be deemed to have been assigned to, and assumed by, LBI without any further action of the Parties.

ARTICLE III

PURCHASE PRICE; METHOD OF PAYMENT; ESCROW DEPOSIT

3.1 Purchase Price. Subject to Section 7.6.3, the purchase price to be paid to Seller by Buyer for the Purchased Assets will be Ninety-Five Million Dollars ($95,000,000), subject to adjustment pursuant to Section 3.6 (the " Purchase Price ").

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3.1.1 Payment of Purchase Price. Subject to the terms and conditions set forth in this Agreement, on the Closing Date, Buyer will pay Seller an amount equal to $95,000,000 minus the Escrow Deposit by wire transfer of immediately available funds in accordance with wire-transfer instructions to be provided by Seller to Buyer not less than five business days prior to the Closing Date.

3.1.2 Release of Escrow Deposit. Also on the Closing Date, concurrently with the wire transfer of the Purchase Price ( minus the Escrow Deposit) in accordance with Section 3.1.1 above, ECC and LBI shall jointly execute and deliver to the Escrow Agent written instructions to deliver the entire Escrow Deposit to Seller, and the entire Escrow Deposit shall be counted towards the Purchase Price.

3.1.3 Post-Closing Proration and Adjustment. Following the Closing Date, the Parties shall determine and make the prorations and adjustments called for in Section 3.6.

3.1.4 Payment on Behalf of Buyer. At Buyer’s election, LBI Media may pay some or all of the Purchase Price on Buyer’s behalf.

3.2 Liabilities Assumed. As of the Closing Date, Buyer will assume and agree to pay, discharge and perform, the following obligations and liabilities of Seller (the " Assumed Liabilities "): (a) all obligations of Seller under the Assumed Contracts and Permits, in each case, that arise from and after the Closing Date (except for any obligations that have accrued prior to the Closing Date) and (b) to the extent of such credit, all liabilities for which Buyer receives a credit against the Purchase Price pursuant to Section 3.6; provided, however, that, notwithstanding anything to the contrary in this Agreement, including the definition of "Assumed Contracts" in Article I, the Assumed Liabilities will not include (i) any obligation under an Assumed Contract that does not relate to the operation of the Stations or the Purchased Assets if such Assumed Contract relates to both (x) the operation of the Stations or the Purchased Assets and (y) other assets or operations of Seller or its Affiliates or (ii) if Buyer assumes rights and obligations of Seller under an Assumed Contract by executing a new Contract with the counterparty thereto rather than assuming an existing Assumed Contract, any obligations under the existing Assumed Contract. For clarity, with respect to the LER Agreement, Buyer shall either assume the LER Agreement or enter into a replacement Contract as contemplated by the next sentence of this Section 3.2, in either case, solely to the extent of obligations related to the Stations covered thereby (KTCY-FM and KZMP-FM) or terminate its obligations thereunder and pay the "Buyout Amount" as defined in and calculated under Section 5 of the LER Agreement with respect to KTCY-FM and KZMP-FM (in which event Seller shall cause LER to provide Buyer with an acknowledgment that the LER Agreement has, effective upon receipt of the Buyout Amount, been terminated with respect to such Stations) and, upon payment of the Buyout Amount, the Assumed Liabilities shall not include any obligation under the LER Agreement. Buyer may assume the Assumed Liabilities under an Assumed Contract by executing a new Contract with the counterparty thereto (if acceptable to the counterparty thereto) instead of assuming the existing Assumed Contract.

3.3 Escrow Deposit. Within two business days of the Execution Date, LBI will deposit Four Million Seven Hundred Fifty Thousand Dollars ($4,750,000) under the Escrow

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Agreement (together with any interest accrued on such amount, the " Escrow Deposit "). The Escrow Deposit will be held, maintained, administered and disbursed by the Escrow Agent in accordance with the terms and provisions hereof and of the Escrow Agreement. The Escrow Deposit will be disbursed as follows:

3.3.1 Delivery to Seller. If (A) Buyer fails to consummate the purchase and sale contemplated by this Agreement under circumstances that would constitute a material breach by Buyer of this Agreement and if Seller is not then in material default or material breach of this Agreement or (B) this Agreement is terminated by Seller pursuant to Section 7.4.2, then the Escrow Deposit will be delivered to Seller, it being understood and agreed that payment to Seller of the full amount of the Escrow Deposit will constitute full payment for any and all damages suffered by Seller by reason of Buyer’s failure to consummate the purchases and sales contemplated by this Agreement.

THE PARTIES ACKNOWLEDGE AND AGREE IN ADVANCE BY INITIALING THIS AGREEMENT IN THE SPACES PROVIDED [BUYER’S INITIALS     /s/LL     AND     /s/LL     , AND SELLER’S INITIALS     /s/WFU     ,     /s/WFU     AND     /s/WFU   ] THAT THE ACTUAL DAMAGES SELLER WOULD SUFFER AS A RESULT OF BUYER’S FAILURE TO CONSUMMATE THE PURCHASE AND SALE OF THE PURCHASED ASSETS WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO CALCULATE; THAT THE FULL AMOUNT OF THE ESCROW DEPOSIT IS A FAIR AND EQUITABLE AMOUNT TO REIMBURSE SELLER FOR ANY DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUSTAINED BY SELLER DUE TO BUYER’S FAILURE TO CONSUMMATE THE PURCHASE AND SALE OF THE PURCHASED ASSETS UNDER THE CIRCUMSTANCES STATED IN THIS SECTION 3.3.1; AND THAT THIS SECTION 3.3.1 SHALL CONSTITUTE A LIQUIDATED-DAMAGES PROVISION, WHICH DAMAGES WILL BE SELLER’S SOLE REMEDY HEREUNDER IN THE EVENT OF BUYER’S FAILURE TO CONSUMMATE THE PURCHASE AND SALE OF THE PURCHASED ASSETS UNDER THE CIRCUMSTANCES STATED IN THIS SECTION 3.3.1.

3.3.2 Delivery to LBI. The Escrow Deposit shall be delivered to LBI if this Agreement is terminated other than pursuant to Section 7.4.2 and Seller is not entitled to receive the Escrow Deposit in accordance with Section 3.3.1.

3.4 Remedies.

3.4.1 Seller acknowledges that the Stations and the Purchased Assets are of a special, unique, and extraordinary character, and that any breach of this Agreement by Seller may not be fully compensated for by monetary damages. Accordingly, if Seller shall breach its obligations under this Agreement, and Buyer is not then in material breach of this Agreement (or cures or is curing any material breach in a manner that would preclude Seller from exercising its rights

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pursuant to Section 7.4.2), Buyer shall be entitled to exercise any remedies that it may have at law or in equity resulting from any breach of the Transaction Documents by Seller, including that Buyer shall be entitled to enforcement of this Agreement (subject to obtaining any required approval of the FCC) by decree of specific performance or injunctive relief requiring Seller to fulfill its obligations under this Agreement. In any action to equitably enforce the provisions of this Agreement, Seller shall waive the defense that there is an adequate remedy at law or equity and agree that Buyer shall have the right to obtain specific performance of the terms of this Agreement without being required to prove actual damages, post bond or furnish other security.

3.4.2 Without limiting the generality of Section 3.4.1, if Buyer terminates this Agreement pursuant to Section 7.3.5, Buyer shall be entitled to any remedies that it may have at law on account of any breach of the Transaction Documents by Seller.

3.5 Allocation. At least five business days prior to the Closing Date, Buyer shall allocate the Purchase Price pursuant to Section 1060 of the Internal Revenue Code of 1986, as amended, subject to Seller’s consent, which consent shall not be unreasonably withheld.

3.6 Post-Closing Prorations and Adjustments.

3.6.1 (x) The operation of the Stations, (y) all Taxes and (z) all income, expenses and liabilities, in the case of each of clause (x), (y) and (z), attributable to the operation of the Stations through 12:01 a.m., PST, on the Closing Date will be for the account of Seller and, in each case, shall thereafter be for the account of LBI; and all income and expenses, including such items as power and utilities charges, rents, and other deferred items will be prorated between Seller and LBI in accordance with GAAP consistently applied, the proration to be made and paid pursuant to a final settlement to occur after the Closing Date in accordance with the procedures set forth in Section 3.6.2 and subject to the matters set forth in this Section 3.6.1, provided that, with respect to real property Taxes, the final settlement shall occur within thirty (30) days after receipt of the tax statement for the year in which the Closing Date occurs (which tax statements are typically delivered in November of the year in question) and provided that (x) income Taxes shall not be taken into account in connection with the prorations and adjustments pursuant to this Section 3.6 (with income Taxes to be resolved in accordance with Article X of this Agreement) and (y) transfer Taxes shall be allocated in accordance with Section 7.7.1. The proration of FCC regulatory fees for the government fiscal year during which the Closing Date occurs, shall be based upon an amount equal to the fees due in September 2006 with respect to the Stations regardless of whether the Closing Date occurs after the end of such period. For the avoidance of doubt, Seller is responsible for all FCC regulatory fees for government fiscal years prior to the government fiscal year which includes the Closing Date. Additionally, assuming that the Closing Date occurs on or after October 1, 2006, the proration with respect to the FCC regulatory fees will be calculated based upon the portion of the twelve-month period starting

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October 1, 2006 and ending September 30, 2007 that has elapsed prior to the Closing Date, or, if the Closing Date occurs on or before October 1, 2006, the proration with respect to the FCC regulatory fees will be calculated based upon the portion of the twelve-month period starting October 1, 2005 and ending September 30, 2006 that has elapsed prior to the Closing Date. The amount held as of the Closing Date as security deposits under the KZMP (FM) Tower Lease, the Primary Studio Lease (if any) and the Auxiliary Studio Lease shall be included in the Prepaid Amounts and credited to Seller as part of the adjustment hereunder so long as the lessors under such leases have acknowledged that such amounts will thereafter constitute security deposits made by LBI under the applicable lease. Further, Buyer shall receive credits as part of the adjustments hereunder (x) in an amount equal to the prepaid amounts or security or other deposits held by Seller under (A) the LBI Lease and (B) the KZMP Agreement (if any) and (y) in an amount equal to the advance payments by advertisers received by Seller (whether prior to or after the Closing Date) for advertising scheduled to run after the Closing Date and other advance payments by third parties received by Seller (whether prior to or after the Closing Date) for services to be provided by or for any Station after the Closing Date; provided, however, that Buyer shall only receive a credit for advance payments by advertisers or by parties to whom services are to be provided by or for any Station, in each case, to the extent that Buyer has, or has agreed to, run such advertisements or provide such services. For the avoidance of doubt, Seller shall not receive a credit for any amounts prepaid by Seller under Contracts other than Assumed Contracts.

3.6.2 At least five (5) business days prior to the Closing Date, Seller shall deliver to Buyer Seller’s good faith estimate of the prorations and adjustments referenced in Section 3.6.1 which, upon delivery by Seller, shall be attached as Schedule VIII hereto. Within thirty (30) days following the Closing Date, Seller shall deliver to Buyer an updated statement of the prorations and adjustments referenced in Section 3.6.1 reflecting any changes to the pre-Closing estimate delivered pursuant to the preceding sentence based on actual amounts as of the Closing Date as determined in accordance with GAAP (the " Revised Proration and Adjustment Statement "). The Revised Proration and Adjustment Statement shall be conclusive and binding upon the Parties unless Buyer, within thirty (30) days after the receipt thereof, notifies Seller in writing that Buyer disputes any of the amounts set forth therein, specifying the nature of the dispute and the basis therefor. The Parties shall in good faith attempt to resolve all disputes related to the Revised Proration and Adjustment Statement and, upon such resolution, the Revised Proration and Adjustment Statement shall be amended to the extent necessary to reflect such resolution, and shall thereafter be conclusive and binding on the Parties. To the extent that the Parties do not reach agreement resolving the disputed items within thirty (30) days after notice is given by Buyer to Seller as described above, the amounts not then in dispute shall be paid at the time provided herein to the Party to whom the positive net amount of such amounts not in dispute is owed and the outcome of the remaining disputed items shall be resolved by a nationally recognized independent certified public accountant mutually acceptable to the Parties (the " Independent Accountant ") and whose

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determination shall be binding upon the Parties, with the fees and expenses of such Independent Accountant paid one-half by Seller and one-half by Buyer. Any payment due under this Section 3.6 shall be made (x) within five (5) business days after the prorations and adjustments are resolved by acceptance by Buyer of the Revised Proration and Adjustment Statement or by the resolution by the Parties hereunder of all objections raised by Buyer thereto or (y) if disputed amounts are submitted for resolution by the Independent Accountant, (A) with respect to amounts not in dispute, within five (5) business days after the submission of disputed items to the Independent Accountant and (B) with respect to items submitted to the Independent Accountant, within five (5) business days after resolution by the Independent Accountant.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES BY SELLER

Seller hereby represents and warrants to Buyer as follows:

4.1 Organization and Standing. ECC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Holdings is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California. ECC LP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Texas. Each of ECC, Holdings and ECC LP has the requisite power and authority to enter into and complete the transactions contemplated by this Agreement.

4.2 Authorization. All necessary corporate, limited liability or limited partnership actions and proceedings, as applicable, to duly approve the execution, delivery and performance of this Agreement; the Escrow Agreement; the Side Letter; and other agreements, documents and instruments being executed by ECC, ECC LP and Holdings in connection herewith or therewith (or to be executed by ECC, ECC LP and Holdings in connection herewith and therewith) (collectively, the " Transaction Documents ") and to approve the consummation of the transaction contemplated hereby or thereby have been duly and validly taken by each of ECC, ECC LP and Holdings. Each of the Transaction Documents have been (or when executed will be) duly and validly authorized, executed and delivered by ECC, ECC LP or Holdings, as applicable, and constitute (or when executed will constitute) the legal, valid and binding obligation of ECC, ECC LP or Holdings, as applicable, enforceable against ECC, ECC LP and Holdings, as applicable, in accordance with and subject to their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

4.3 FCC Licenses.

4.3.1 The FCC Licenses (all of which are listed on Schedule III ) constitute all the licenses, permits (including construction permits) and authorizations (or applications therefor) required under the Communications Act and held for use in connection with the Purchased Assets and the operation of the Stations as

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conducted on the Execution Date and on the Closing Date. Except as provided in Schedule III , no waivers of the Communications Act are necessary in order to permit Seller’s ownership and operation of the Purchased Assets or the Stations. Holdings is the holder of all the FCC Licenses. The Station KBOC facilities provided for in the Station KBOC Construction Permit have been constructed in full conformance with the KBOC Construction Permit. Seller has consummated the acquisition of Station KBOC pursuant to the KBOC Purchase Agreement and all Licenses (as defined in the KBOC Purchase Agreement) were assigned to Holdings. An application (the " License Application ") for a license (the " KBOC Upgrade License ") to cover the Station KBOC Construction Permit has been filed with the FCC.

4.3.2 Other than the Initial Grant of the Assignment Application, no additional order or grant is required from the FCC to consummate the assignment of the FCC Licenses to LBI Sub. Schedule III correctly sets forth the expiration date of each FCC License. Except as set forth on Schedule III , each FCC License is validly issued and in full force and effect. Seller has taken all actions and performed all of its respective obligations that are necessary to maintain the FCC Licenses without adverse modification or impairment, and complete and correct copies of the FCC Licenses have been delivered to Buyer. No event has occurred which (i) has resulted in, or after notice or lapse of time or both would result in, revocation, suspension, adverse modification, non-renewal or termination of, or any order of forfeiture with respect to, any FCC License or (ii) materially and adversely affects or, to the Seller’s knowledge, in the future may materially and adversely affect any rights of Seller or any of its assignees or transferees thereunder. None of the FCC Licenses requires that any assignment thereof must be approved by any public or other Governmental Authority other than the FCC.

4.3.3 Seller is not a party to, and there are no notices of apparent liability, violations, forfeitures, notices of violation, orders to show cause or other orders or, to Seller’s knowledge, any investigations or complaints, issued by or pending before any court or regulatory body, including the FCC, or of any other proceedings (other than proceedings relating to the radio industry generally) that could in any manner adversely affect the validity or continued effectiveness of, or result in the adverse modification of, any of the FCC Licenses. In the event Seller learns of any such action or the filing or issuance of any such order, notice or complaint, Seller promptly will notify Buyer of the same in writing and will take all reasonable measures to contest in good faith or seek removal or rescission of such action, order, notice or complaint. Except for the matters which required Seller to file the modification of license applications referenced in Schedule III , the Stations are now operating at their respective licensed powers and antenna heights, in accordance with the FCC Licenses, and are in compliance with the rules and regulations of the FCC and the Communications Act in all material respects, including those rules governing the location of the Stations’ respective main studios and rules governing the required contents of the Stations’ respective public-inspection files. Seller has no reason to believe that the FCC Licenses (including the KBOC Upgrade License) will not be renewed in the ordinary course.

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4.3.4 None of the Purchased Assets, including the facilities used in connection with the radio broadcasting operations of Seller relating to the Stations (including the Real Property, the Transmitter Buildings, the Transmitter Sites and the Towers), violate the provisions of any applicable building codes; fire regulations; building restrictions; or, except for the matters that required Seller to file the modification of license applications referenced in Schedule III , other governmental ordinances, orders or regulations (including any applicable regulation of the Federal Aviation Administration) in any material respect except where such violation would not reasonably be expected to materially impair, impede or affect the continued, uninterrupted operation of the Stations or to otherwise have an adverse effect on the owner or operator of such Purchased Assets or such facilities that would be material; provided , that such representations are only to Seller’s knowledge with respect to the Tower on which the antenna for KZMP (FM) is located. Each such facility (including the Real Property) is zoned to permit the commercial uses intended by Seller as the owner or occupier thereof. Schedule III identifies any outstanding variances or special use permits materially affecting any of Seller’s facilities or the uses thereof and Seller is in compliance therewith. Seller has received no notice of any complaint being made against any of the Stations or the Real Property relating to their respective Towers, Transmitter Sites, Transmitter Buildings or Seller’s operation of the Stations (including any complaint relating to the signals broadcast or otherwise transmitted from any Tower, either by Seller or by any Person subleasing a portion of any Tower) except where such complaint would not materially impair, impede or affect the continued, uninterrupted operation of the Stations; provided , that such representations are only to Seller’s knowledge with respect to the Tower on which the antenna for KZMP (FM) is located. Each Tower has been appropriately registered with the Commission and the Federal Aviation Administration, as described in Schedule III .

4.3.5 Seller is qualified to sell the Stations and to assign the FCC Licenses in accordance with the terms of this Agreement and in compliance with the Communications Act. Seller has no knowledge of any Person who has expressed any intention to oppose FCC approval of the assignment of the FCC Licenses to LBI Sub, nor does Seller have any knowledge of any reason why FCC consent to such assignment might be denied or delayed.

4.3.6 Each report or certification filed by or on behalf of Seller with the FCC, including Seller’s payment of annual FCC regulatory fees, any filing pursuant to 47 C.F.R. § 73.3615 with respect to its ownership of the Stations and any other filing relating to the Stations in all cases with respect to the current renewal term, was timely filed, and was at the time of filing true, correct and complete in all respects. There have been no changes in the ownership of the Stations that implicate reporting requirements with the FCC since the filing of the most recent such ownership reports or certifications, and those ownership reports and certificates are true, correct and complete in all respects.

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4.3.7 The operation of the Stations by Seller does not cause or result in exposure of workers or the general public to levels of radio frequency radiation in excess of the applicable limits stated in 47 C.F.R. § 1.1310.

4.4 Purchased Assets.

4.4.1 All material items of the Tangible Personal Property and equipment leased pursuant to Contracts, in each case, used principally or held for use principally in the operation of the Stations are listed and described in Schedule V to this Agreement (except for the Intellectual Property, which is the subject of the representations and warranties contained in Section 4.13) and such Schedule specifies whether such Purchased Assets or other equipment constitute Tangible Personal Property or equipment leased pursuant to Assumed Contracts and specifies the owner or lessee, as applicable, of such Purchased Assets. No other Affiliate of Seller (including without limitation direct or indirect subsidiaries of Seller) owns or has any rights, title or interest in any Purchased Assets or any other asset used or held for use principally in the operation of the Stations, including any assets that are in the nature of the Purchased Assets or any other assets that are in the nature of the assets described in Sections 2.1.1 through 2.1.8, in each case, that are used or held for use principally in the operation of the Stations or is in any way involved with the operation of the Stations. Except for the Intellectual Property which is the subject of the representations and warranties contained in Section 4.13, (i) on the Closing Date, Seller will have good and marketable title to the Purchased Assets, free and clear of all Encumbrances, other than Permitted Liens, and (ii) upon consummation of the transactions set forth in this Agreement, Buyer will have good and marketable title to such Purchased Assets, free and clear of all Encumbrances other than liens granted to Buyer’s lenders and Permitted Liens (other than those that will be released on the Closing Date).

4.4.2 Schedule IV sets forth each release and each of the UCC Termination Statements that are required in order to release on the Closing Date the Encumbrances that are referenced in clause (iii) of the definition of Permitted Liens. Schedule IV also sets forth all UCC Financing Statements and mortgages that have been filed against any Purchased Asset.

4.4.3 Seller has received no written notice of noncompliance with any Encumbrance encumbering the Real Property. Seller has maintained and has operated the Real Property, each Transmitter Site, each Transmitter Building, the Towers (other than the Tower on which the KZMP (FM) antenna is located) and the Stations under and in accordance with the terms of all applicable regulations. Seller has no knowledge of any complaints regarding the Real Property, Transmitter Sites, the Towers, the Transmitter Buildings, the antennas, the radio transmitters, the studio facilities or any other facilities included in the Purchased

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Assets. To Seller’s knowledge, the owner of the Tower on which the KZMP(FM) antenna is located has maintained and has operated the Tower under and in accordance with all applicable laws, rules and regulations.

4.4.4 There is no pending or, to the knowledge of Seller, threatened, action, event, transaction or proceeding that could interfere with the quiet enjoyment or operation of the Purchased Assets (including the Real Property) by Seller or, on and after the Closing Date, by Buyer. There are no other Persons which have any rights to use the Transmitter Sites or to occupy or use the Towers, Transmitter Buildings or the Real Property, whether by lease, sublease, easement, license or other instrument, other than (i) other lessees of the Tower located in Cooke County upon which Seller leases space pursuant to the KZMP (FM) Tower Lease, (ii) the tower lease between LBI and ECC (relating to a portion of the Transmitter Site for KZZA(FM)) and (iii) the ABC Tower Lease. As of the Closing Date, Buyer will have reasonable access to each of the Transmitter Sites and a means of ingress and egress thereto from public roads.

4.4.5 The items of Tangible Personal Property are, in all