ASSET PURCHASE AGREEMENT

EXHIBIT 2.1

ASSET PURCHASE AGREEMENT

Dated as of December 7, 2005

Between

FISHER RADIO REGIONAL GROUP, INC.

and

EQUITY BROADCASTING CORPORATION

TABLE OF CONTENTS

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ASSET PURCHASE AGREEMENT

      THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”), is entered into as of December 7, 2005, by and among FISHER RADIO REGIONAL GROUP, INC. , a Washington corporation (“ Buyer ”), and the following parties:

W I T N E S S E T H:

      WHEREAS, La Grande, EBC Boise and EBC Pocatello (sometimes collectively referred to as the “ Sellers ” or the “ Equity Entities ”) are the respective licensees and own or lease or have the right to use all of the assets used in the operation of the television stations (the “ Stations ”) set forth opposite their respective names below:

      WHEREAS, the Federal Communications Commission has issued to EBC Boise one construction permit for a low power station to serve Twin Falls, Idaho, four construction permits for low power stations to serve Idaho Falls, Idaho, and has issued to La Grande one construction permit for KPOU LP, a licensed facility authorized to serve Salem, Oregon, which permit will be modified to provide coverage to Portland, Oregon (collectively, the “ Construction Permits ”);

      WHEREAS , the Equity Entities desire to sell to Buyer, and Buyer desires to purchase from the Equity Entities, the Construction Permits and all of the assets used or held for use in the operation of the Stations, on the terms and conditions set forth herein; and

      NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and with the intention of being legally bound, it is hereby agreed among the Equity Entities and Buyer as follows:

ARTICLE 1.
DEFINITIONS

           Section 1.1 Definitions . As used in this Agreement, the following terms have the meanings specified or referred to in this Section 1.1 :

           “ Accounting Firm ” has the meaning specified in Section 2.11 .

           “ Additional Filings ” has the meaning specified in Section 5.6 .

           “ Adjustment Time ” has the meaning specified in Section 2.11 .

           “ Administrative Violation ” has the meaning specified in Section 5.8 .

           “ Affiliate ” means, with respect to any Person, any other Person which directly or indirectly controls, is controlled by or is under common control with such Person.

           “ Agreement ” means this Agreement and the Exhibits, Schedules and Recitals hereto.

           “ Appraisal Firm ” has the meaning specified in Section 2.10 .

           “ Asset Allocation ” has the meaning specified in Section 2.10 .

           “ Assumed Liabilities ” has the meaning specified in Section 2.3(a) .

           “ Balance Sheet Date ” has the meaning specified in Section 3.3(a) .

           “ Balance Sheets ” has the meaning specified in Section 3.3(a) .

           “ Barter Agreements ” shall mean contracts for the sale of time on the Stations in exchange for programming.

           “ Bifurcated Closing ” has the meaning specified in Section 2.4(b) .

           “ Build-out Permits ” has the meaning specified in Section 6.4(a) .

           “ Business ” has the meaning specified in Section 2.1 .

           “ Buyer ” has the meaning specified in the introductory paragraph hereof.

           “ Buyer Ancillary Agreements ” has the meaning specified in Section 4.2(a) .

           “ COBRA Coverage ” has the meaning specified in Section 2.3(b)(v) .

           “ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq., any amendments thereto, any successor statutes, and any regulations promulgated thereunder.

           “ Claim Notice ” has the meaning specified in Section 9.3(b) .

           “ Closing Date ” has the meaning specified in Section 2.4(b) .

           “ Closing Date Adjustments ” has the meaning specified in Section 2.11 .

           “ Closing ” means the purchase and sale of the Purchased Assets provided for in Section 2.1 , including either or both of the Oregon Closing and the Idaho Closing.

           “ Code ” means the Internal Revenue Code of 1986, as amended.

           “ Communications Act ” means the Communications Act of 1934, as amended.

           “ Construction Permit ” has the meaning specified in the second recital hereof.

           “ Construction Permit Stations ” are the following stations which are the subject of the Construction Permits:

               K28II, Idaho Falls, ID

               K52IT, Idaho Falls, ID

               K54JF, Idaho Falls, ID

               K69IS, Idaho Falls, ID

               W64FX, Twin Falls, ID

           “ Contaminant ” means any waste, pollutant, hazardous substance, toxic substance, hazardous waste, special waste, petroleum or petroleum-derived substance or waste, or any constituent of any such substance or waste.

           “ Covenantor ” has the meaning specified in Section 6.4(a) .

           “ Damaged Assets ” has the meaning specified in Section 11.12 .

           “ Deposit ” has the meaning specified in Section 2.5 .

           “ Deposit Escrow Agent ” has the meaning specified in Section 2.5 .

           “ Deposit Escrow Agreement ” has the meaning specified in Section 2.5 .

           “ EBC Boise ” has the meaning specified in the introductory paragraph hereof.

           “ EBC Pocatello ” has the meaning specified in the introductory paragraph hereof.

           “ Employee Plans ” has the meaning specified in Section 3.21(a) .

           “ Encumbrance ” means any lien, claim, charge, security interest, mortgage, pledge, easement, conditional sale or other title retention agreement, defect in title, covenant or other restrictions on transfer, assignment or use of any kind.

           “ Environmental Conditions ” means the state of the environment, including natural resources (e.g. flora and fauna), soil, surface water, ground water, any drinking water supply, subsurface strata or ambient air.

           “ Environmental Laws ” means all applicable federal, state and local laws, all applicable rules, regulations, ordinances, guidance, and written guidelines promulgated thereunder, and all applicable orders, consent decrees, judgments, governmental notices, permits and governmental demand letters issued, promulgated or entered pursuant thereto, relating to pollution or protection of the environment (including, without limitation, ambient air, surface water, ground water, land surface, or subsurface strata), including, without limitation, (i) laws relating to emissions, discharges, releases or threatened releases of Hazardous Materials into the environment and (ii) laws relating to the identification, generation, manufacture, processing, distribution, use, treatment, storage, disposal, recovery, transport or other handling of Hazardous Materials. Environmental Laws shall include, without limitation, CERCLA, as amended, RCRA, as amended, the Toxic Substances Control Act, as amended, the Hazardous Materials Transportation Act, as amended, the Clean Water Act, as amended, the Safe Drinking Water Act, as amended, the Clean Air Act, as amended, the Occupational Safety and Health Act, as amended, the National Environmental Policy Act of 1969, as amended, the National Historic Preservation Act of 1966, the FCC Nationwide Programmatic Agreement, and the FCC Collocation Agreement, and all analogous laws promulgated or issued by any Governmental Body that are enacted and currently in effect.

           “ Environmental Reports ” means any and all written analyses, summaries or explanations, known by, or in the possession of, the Equity Entities relating to (i) any Environmental Conditions in, on or about the Real Property or facilities, improvements, structures, or equipment thereon, or (ii) Equity Entities’ compliance with, or liability under, any Environmental Laws.

           “ Equity ” has the meaning specified in the introductory paragraph hereof.

           “ Equity Entities ” has the meaning specified in the first recital hereof.

           “ ERISA Affiliate ” means any person which is (or at any relevant time was) a member of a controlled group of corporations within the meaning of Code Section 414(b), any trade or business which is under common control within the meaning of Code Section 414(c), and any affiliated service group, within the meaning of Code Section 414(m) or (o), of which any Equity Entity is (or at any relevant time was) a member.

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

           “ Equity Ancillary Agreements ” has the meaning specified in Section 3.2(a) .

           “ Excluded Assets ” has the meaning specified in Section 2.2 .

           “ Excluded Liabilities ” has the meaning specified in Section 2.3(b) .

           “ Expense ” means any and all expenses incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against hereunder (including, without limitation, court filing fees, court costs, arbitration fees or costs, witness fees, and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals).

           “ FAA ” means the Federal Aviation Administration.

           “ FCC Consent ” means action by the FCC granting its consent to the assignment to Buyer (or Affiliates of Buyer if assigned as permitted pursuant to Section 11.5 ) of the FCC Licenses as

contemplated by this Agreement pursuant to appropriate applications filed by the parties with the FCC, subject to administrative or judicial reconsideration or review.

           “ FCC Licenses ” has the meaning specified in Section 3.9(a) .

           “ FCC ” means the Federal Communications Commission.

           “ Final Order ” means an order or action of the FCC as to which the time within which any party in interest other than the FCC may seek administrative or judicial reconsideration or review of such consent or grant has expired and no petition for such reconsideration or review has been timely filed with the FCC or with a court of competent jurisdiction, and the normal time within which the FCC may review such consent or grant on its own motion has expired and the FCC has not undertaken such review.

           “ Governmental Body ” means any foreign, federal, tribal, state, local or other governmental authority or regulatory body.

           “ Governmental Permits ” has the meaning specified in Section 3.8 .

           “ Hazardous Materials ” means all pollutants, contaminants, chemicals, wastes, and any other carcinogenic, ignitable, corrosive, reactive, toxic, infectious, radioactive or otherwise hazardous substances or materials (whether solids, liquids or gases) subject to regulation, control or remediation under Environmental Laws but excluding materials occurring naturally at background levels at or about any facility. By way of example only, the term Hazardous Materials includes petroleum, urea formaldehyde, flammable, explosive and radioactive materials, PCBs, pesticides, herbicides, asbestos, acids, metals, solvents and waste waters.

           “ Idaho Closing ” means the purchase and sale of the Purchased Assets that are used, held for use, or otherwise relate to the Idaho Stations.

           “ Idaho Stations ” means KUNS LP, KUNP LP and the Construction Permit Stations.

           “ Indemnified Party ” has the meaning specified in Section 9.3 .

           “ Indemnitor ” has the meaning specified in Section 9.3 .

           “ Indemnity Deposit ” has the meaning specified in Section 2.7(a) .

           “ Indemnity Escrow Account ” has the meaning set forth in the Indemnity Escrow Agreement.

           “ Indemnity Escrow Agent ” has the meaning set forth in the Indemnity Escrow Agreement.

           “ Indemnity Escrow Agreement ” means an Indemnity Escrow Agreement, dated as of the Date, among the Equity Entities, Buyer and a party identified as the Escrow Agent, substantially in the form of Exhibit A .

           “ Intellectual Property ” has the meaning specified in Section 3.13(a) .

           “ IRS ” means the Internal Revenue Service.

           “ Knowledge ” with respect to the Equity Entities has the following meaning: the Equity Entities will be deemed to have “Knowledge” of a particular fact or matter if any of the following persons has actual knowledge of such fact or matter or if any such person could reasonably be expected to discover or otherwise become aware of such fact or matter in the course of making a reasonable inquiry into such areas of the Business that are under such individual’s general area of responsibility: the President, Chief Financial Officer, Engineer and General Counsel of Equity, and the General Managers of the Stations.

           “ La Grande ” has the meaning specified in the introductory paragraph hereof.

           “ Liability ” means any and all claims, debts, liabilities, obligations and commitments of any nature whatsoever, whether known or unknown, asserted or unasserted, fixed, absolute or contingent, matured or unmatured, accrued or unaccrued, liquidated or unliquidated or due or to become due, whenever or however arising (including those arising out of any contract or tort, whether based on negligence, strict liability or otherwise) and whether or not the same would be required by generally accepted accounting principles to be reflected as a liability in financial statements or disclosed in the notes thereto.

           “ Liquidated Damages Amount ” has the meaning set specific in Section 10.2 .

           “ Loss ” means any and all losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, expenses, deficiencies or other charges.

           “ Material Adverse Effect ” means a material adverse effect on the business, operations or financial condition of the Stations, the Business, the Purchased Assets, or on the ability of the Equity Entities to consummate the transactions contemplated hereby, or any event or condition which would reasonably be expected, with the passage of time, to constitute such a material adverse effect, other than changes generally applicable to the economy or the television broadcasting industry in general; provided , however, that the termination of the Joint Sales Agreement by and among WatchTV, Inc., La Grande and King Broadcasting Company, dated as of February 11, 2003, as amended, or any later amendments or extensions thereto, shall not be deemed a Material Adverse Effect.

           “ Material Station Agreements ” has the meaning specified in Section 5.5 .

           “ MVPD ” means any multichannel video programming distributor, including any cable television system or satellite carrier.

           “ Oregon Closing ” means the purchase and sale of the Purchased Assets that are used, held for use, or otherwise relate to the Oregon Stations.

           “ Oregon Stations ” means KPOU and KPOU LP.

           “ Payment Date ” has the meaning specified in Section 2.11 .

           “ Permitted Encumbrance ” means (a) a lien for Taxes, assessments or other governmental charges which are not yet due and payable, (b) a lien for mechanic’s, materialmen’s and similar encumbrances with respect to any amounts not yet due and payable, and (c) a lien securing payments under the Personal Property Leases set forth in Schedule 3.12 .

           “ Person ” means any person, employee, individual, corporation, limited liability company, partnership, trust, or any other non-governmental entity or any governmental or regulatory authority or body.

           “ Personal Property ” has the meaning specified in Section 3.11 .

           “ Personal Property Leases ” has the meaning specified in Section 3.12 .

           “ Pre-Closing Straddle Period ” means the portion of any Straddle Period that ends on the Closing Date.

           “ Program Rights ” means all rights of the Equity Entities presently existing or obtained after the date of this Agreement and prior to the Closing Date in accordance with the terms of this Agreement, to broadcast television programs or shows as part of the Stations’ programming, including all film and Barter Agreements, sports rights agreements, news rights or service agreements and syndication agreements.

           “ Proposed Acquisition Transaction ” has the meaning specified in Section 5.11 .

           “ Purchase Price ” has the meaning specified in Section 2.6 .

           “ Purchased Assets ” has the meaning specified in Section 2.1 .

           “ Public Filings ” has the meaning specified in Section 6.6 .

           “ RCRA ” means the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., and any successor statute, and any regulations promulgated thereunder.

           “ Real Property ” has the meaning specified in Section 3.10(a) .

           “ Real Property Leases ” has the meaning specified in Section 3.10(d) .

           “ Release ” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment or into or out of any property, including the movement of Contaminants through or in the air, soil, surface water, groundwater or property.

           “ Required Consent ” has the meaning specified in Section 8.6 .

           “ Requirements of Law ” means any foreign, federal, state or local law, rule or regulation, Governmental Permit or other binding determination of any Governmental Body.

           “ Sellers ” has the meaning specified in the introductory paragraph hereof.

           “ Specified Event ” has the meaning specified in Section 11.12(b) .

           “ Station Agreements ” has the meaning specified in Section 3.18(a) .

          “ Station Licenses ” has the meaning specified in Section 2.1(a) .

           “ Station ” has the meaning specified in the first recital hereof and shall include the Construction Permit Stations.

           “ Straddle Period ” means any taxable period that begins before and ends after the Closing Date.

           “ Tax Return ” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

           “ Tax ” or “ Taxes ” means any federal, state, local or foreign, net or gross income, gross receipts, sales, use, ad valorem, transfer, franchise, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, personal property, real property, capital stock, profits, social security (or similar), unemployment, disability, registration, value added, estimated, alternative or add-on minimum taxes, customs duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any Governmental Body.

           “ Trade Agreements ” shall mean contracts for the sale of time on the Stations in exchange for merchandise or services used or useful for the benefit of the Stations, excluding Barter Agreements.

           “ Transfer Application ” has the meaning specified in Section 5.3(a) .

ARTICLE 2.
PURCHASE AND SALE OF PURCHASED ASSETS

           Section 2.1 Purchase and Sale of Purchased Assets . Upon the terms and subject to the conditions of this Agreement, on the Closing Date, the Equity Entities shall sell, transfer, assign, convey, and deliver to Buyer, and Buyer shall purchase from the Equity Entities, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the Equity Entities’ right, title and interest in, to and under the assets, properties, and business (excepting only the Excluded Assets) of every kind and description, wherever located (except for those assets and properties located on the date of this Agreement in the master control facilities in Little Rock, Arkansas), real, personal or mixed, tangible or intangible, used, held for use, or otherwise relating to the Stations or the business of the Stations (the “ Business ”) (herein collectively referred to as the “ Purchased Assets ”), including, without limitation, all right, title and interest of the Equity Entities in, to and under:

          (a) All licenses, permits, permissions and other authorizations (including all digital licenses and authorizations) relating to the operation of the Stations issued by the FCC or any other governmental agency, including but not limited to those listed on Schedule 3.9(a) (the “ Station Licenses ”), all rights to use of the Stations’ call letters, and all applications for modification, extension or renewal of the Station Licenses, and any pending applications for any modified licenses, permits, permissions or authorizations pertaining to the Stations and pending on the Closing Date, including, but not limited to, those listed on Schedule 3.9(a) ;

          (b) All rights to and under the Construction Permits;

          (c) All options, rights or contracts to purchase, lease, possess or occupy real property described in Schedule 3.10(d) ;

          (d) The machinery, equipment (including computers and office equipment), auxiliary and translator facilities, transmitters, broadcast equipment, antennae, supplies, inventory (including all programs, records, tapes, recordings, compact discs, cassettes, spare parts and equipment), advertising and promotional materials, engineering plans, records and data, vehicles, furniture and other personal property owned by the Equity Entities used in or relating to the Stations or the Business, that are listed or referred to in Schedule 3.11(a) (excluding any such property disposed of by the Equity Entities or Buyer between the date hereof and the Closing Date in accordance with the terms of this Agreement);

          (e) The Personal Property Leases and the personal property leased thereunder listed in Schedule 3.12 ;

          (f) The trademarks, trade names, service marks, and copyrights (and all goodwill associated therewith), registered or unregistered, relating to the Stations or the Business, any applications for registration thereof, any patents and applications therefor, and any licenses relating to any of the foregoing or to any intellectual property of any third party, including, without limitation, the items listed in Schedule 3.13(a) ;

          (g) (i) The contracts, agreements or understandings set forth on Schedule 3.17(a) and designated on such Schedule as an “Assumed Contract,” and (ii) any other contract, agreement or understanding (evidenced in writing) entered into by the Equity Entities in respect of the Business that (A) is of the nature described in subsection (ii), (iii) or (vi) of Section 3.17(b) but which, by virtue of its specific terms, is not required to be listed in Schedule 3.17(a); or (B) is entered into after the date hereof consistent with the provisions of Section 5.4 of this Agreement; or (C) Buyer specifically agrees to assume;

          (h) All advertising customer lists, mailing lists, processes, trade secrets, know-how and other proprietary or confidential information used in or relating exclusively to the Business, the Purchased Assets or the Stations;

          (i) All rights, claims or causes of action of the Equity Entities against third parties arising under warranties from manufacturers, vendors and others in connection with the Purchased Assets, the Stations or the Business;

          (j) All prepaid rentals and other prepaid expenses (except for prepaid insurance) arising from payments made by the Equity Entities in connection with the operation of the Business prior to the Closing Date for goods or services, including prepayments made by the Equity Entities under advertising sales contracts for advertising on the Stations that has not run prior to the Closing Date;

          (k) All books and records (including all computer programs used primarily in connection with the operation of the Business, the Purchased Assets or the Stations and copies of all records relating to Taxes that pertain to the Stations or the Purchased Assets) of the Equity Entities relating solely to the assets, properties, business and operations of the Business, the Purchased Assets, or the Stations including, without limitation, all files, logs, programming information and studies, technical information and engineering data, news and advertising studies or consulting reports and sales correspondence, but excluding any books and records (including computer programs) relating to a business of the Equity Entities unrelated to the Business, the Purchased Assets, or the Stations or otherwise described in Section 2.2 ; and

          (l) Subject to the other provisions of this Agreement, all other assets or properties not referred to above which are reflected on the September 30, 2005 Balance Sheets of the Stations or

acquired by the Equity Entities primarily for use by the Stations or in connection with the operation of the Business in the ordinary course of the Business after the Balance Sheet Date but prior to Closing, except (i) any such assets or properties disposed of after the Balance Sheet Date in the ordinary course of the Business consistent with the terms of this Agreement, and (ii) Excluded Assets.

          Notwithstanding the foregoing, if a Bifurcated Closing occurs pursuant to Section 2.4(b) , then at each of the Oregon Closing and the Idaho Closing, as applicable, the Equity Entities shall sell, transfer, assign, convey, and deliver to Buyer, and Buyer shall purchase from the Equity Entities, the Purchased Assets that are used, held for use, or otherwise relate to, respectively, the Oregon Stations and the Idaho Stations.

           Section 2.2 Excluded Assets . Notwithstanding the foregoing, the Purchased Assets shall not include the following (herein referred to as the “ Excluded Assets ”):

          (a) All cash, monies on deposit, and cash equivalents (including any marketable securities or certificates of deposit) of the Equity Entities;

          (b) All claims, rights and interests of the Equity Entities in and to any refunds for Taxes paid in respect of the Stations or the Business for periods ending on or prior to the Closing Date (subject to claims of Buyer for proration of property and other Taxes or fees of any nature whatsoever under this Agreement);

          (c) Any rights, claims or causes of action of the Equity Entities against third parties relating to the assets, properties, business or operations of the Business, the Purchased Assets or the Stations, to the extent they relate to the period prior to the Closing;

          (d) All bonds, letters of credit, intercompany notes and similar items, contracts or policies of insurance and prepaid insurance with respect to such contracts or policies;

          (e) Each Equity Entity’s corporate seal, corporate minute books, stock record books, corporate records relating to incorporation and capitalization, Tax Returns and related documents and supporting work papers and any other records and returns relating to Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased Assets);

          (f) (i) The contracts, agreements or understandings of the Equity Entities listed in Schedule 3.17(a) and not designated on such Schedule as an “Assumed Contract,” and (ii) any contract, agreement or understanding either listed on Schedule 3.17(a) or not required to be listed thereon which has expired prior to the Closing Date;

          (g) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities and not relating to the Business, the Purchased Assets, the Stations or the Assumed Liabilities;

          (h) All trusts, trust assets, trust accounts, reserves, insurance policies, or other assets, including, but not limited to, those listed in Schedule 3.21 relating to employees or to funding the employee benefit plans, agreements or arrangements sponsored, maintained, contributed to, or administered by the Equity Entities;

          (i) Any rights of, or payment due to, the Equity Entities under or pursuant to this Agreement or the other agreements with Buyer contemplated hereby;

          (j) The assets and properties described on Schedule 2.2 ;

          (k) All accounts receivables of the Equity Entities; and

          (l) All equipment located on the date of this Agreement in the master control facility in Little Rock, Arkansas.

           Section 2.3 Assumption of Liabilities; Excluded Liabilities .

          (a) Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Buyer shall deliver to the Equity Entities an undertaking and assumption, in a form reasonably acceptable to the Equity Entities, pursuant to which Buyer shall assume and be obligated for, and shall agree to pay, perform and discharge in accordance with their terms, the following obligations and liabilities of the Equity Entities (except to the extent such obligations and liabilities constitute Excluded Liabilities):

          (i) All liabilities and obligations that accrue after the Closing under the Governmental Permits, Station Licenses, Real Property Leases, Personal Property Leases, Station Agreements, and the other Purchased Assets assigned to and assumed by Buyer at Closing; and

          (ii) All liabilities and obligations that arise with respect to events occurring after the Closing relating to Buyer’s operation of the Stations and Buyer’s ownership of the Purchased Assets.

          All of the foregoing to be assumed by Buyer hereunder are referred to herein as the “ Assumed Liabilities .” Notwithstanding the foregoing, if a Bifurcated Closing occurs pursuant to Section 2.4(b) , then at each of the Oregon Closing and the Idaho Closing, as applicable, Buyer shall assume only those Assumed Liabilities of, respectively, the Oregon Stations and the Idaho Stations.

          (b) Notwithstanding anything to the contrary in Section 2.3(a) or elsewhere in this Agreement, Buyer shall not assume or be obligated for any, and the Equity Entities shall solely retain, pay, perform, defend and discharge all, liabilities or obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by Buyer under Section 2.3(a) , including, without limitation the following (herein referred to as “ Excluded Liabilities ”):

          (i) All liabilities and obligations arising or relating to events prior to the Closing in connection with the operation of the Stations, the Business and the ownership of the Purchased Assets;

          (ii) Any Taxes that arise from the operation of the Stations, the Business or the ownership of the Purchased Assets for periods or portions of periods that end on or prior to the Adjustment Time, other than any such liabilities and obligations for Taxes in respect of which, and only to the extent that, an adjustment is made to the Purchase Price in favor of Buyer pursuant to Section 2.11 , which are included in the Assumed Liabilities;

          (iii) Any liability or obligation in respect of indebtedness for borrowed money or any intercompany payable of the Equity Entities or any of their Affiliates;

          (iv) All liabilities and obligations under Environmental Laws related to, associated with or arising out of (A) the occupancy, operation, use or control of any of the Real Property at any time or by any party prior to the Closing or (B) the operation of the Business prior to the Closing, including, without limitation, any Release or storage of any Hazardous Materials prior to the Closing on, at or from (1) any such real property (including, without limitation, all facilities, improvements, structures and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder) or any conditions whatsoever on, under or in such real property or (2) any real property or facility owned by a third party to which Hazardous Materials generated by the Business were sent for recycling or disposal prior to the Closing;

          (v) Any liabilities or obligations, whenever arising (i) related to, associated with or arising out of (A) any pension, profit sharing, retirement, health and welfare employee benefit plan or other employee benefit plan, program or arrangement of the Equity Entities providing any of the benefits described in 3(1) or 3(2) of ERISA, (B) any collective bargaining agreement; and (C) any agreement, arrangement, or practice, whether written or oral, for employment, consulting, severance, vacation, retirement, post-retirement, bonus, stay bonus, deferred compensation, cash- or stock-based, incentive compensation, stock ownership, stock options, stock appreciation rights, stock purchase rights, phantom stock rights, insurance, worker’s compensation, disability, unemployment, medical, or other benefit, including any agreement, arrangement, or practice relating to accrued salary, payroll and wages, overtime rates, accrued sick pay, accrued comp. time, accrued vacation, and the proper classification of individuals providing services to the Equity Entities or the Stations as independent contractors or employees, as the case may be; and (ii) relating to any current, former or retired employees, including but not limited to those plans, programs or arrangements listed in Schedule 3.21 , the obligation to provide continuation coverage as defined in Section 4980B of the Code (“ COBRA Coverage ”) to any employee of the Equity Entities or any of their Affiliates arising prior to or as of Closing, the obligation to provide notice or payment in lieu of notice or any applicable penalties under the Workers Adjustment and Retaining Notification Act or any other state or local law or regulation, any claim of an unfair labor practice, any claim under any state unemployment compensation or worker’s compensation law or regulation or under any federal, state or local employment discrimination law or regulation;

          (vi) Any costs and expenses incurred by the Equity Entities incident to the negotiation and preparation of this Agreement and the Equity Entities’ performance and compliance with the agreements and conditions contained herein or therein;

          (vii) Any of the Equity Entities’ liabilities or obligations under this Agreement or any of the Equity Ancillary Agreements;

          (viii) Any liabilities or obligations to be paid or performed after the Closing in connection with the operation of the Stations, the Business and the ownership of the Purchased Assets, to the extent such liabilities and obligations, but for a breach or default, would have been paid, performed or otherwise discharged prior to the Closing or to the extent the same arise out of any such breach or default;

          (ix) Any liabilities or obligations relating to the Excluded Assets;

          (x) Any liabilities or obligations arising out of or relating to the employment of employees or independent contractors of the Stations or the Business prior to the Closing, including, without limitation, accrued salary, payroll and wages, accrued sick pay, accrued commissions, accrued “comp” time, accrued vacation time, and the proper classification of individuals providing services to the Equity Entities as independent contractors or as employees, as the case may be;

          (xi) Any obligations or liabilities relating to or arising out of any claims, litigation proceedings or Administrative Violations to the extent relating to actions of the Equity Entities or the conduct of the Business on or prior to the Closing;

          (xii) Any obligations or liabilities relating to or arising out of applications for employment or out of the employment and/or termination of employees or independent contractors employed at the Stations or in connection with the Business prior to the Closing; and

          (xiii) Any obligations or liabilities arising out of or in connection with any contracts not assumed by Buyer under this Agreement.

           Section 2.4 Closing Date; Bifurcated Closings .

          (a) Subject to Section 2.4(b) , the purchase and sale of the Purchased Assets provided for in Section 2.1 shall be consummated at 10:00 A.M., local time, and effective as of 12:01 A.M., local time, on the first day of the month following the date on which the last of the conditions set forth in Articles 7 and 8 are satisfied or, if permissible, waived (disregarding for this purpose any such conditions to be satisfied by actions to be taken at the Closing), or such other date as may be agreed upon by the Equity Entities and Buyer, at the offices of Graham & Dunn, PC, Pier 70, 2801 Alaskan Way, Suite 300, Seattle, Washington 98102, or at such other place or time or in such other manner as shall be agreed upon by the Equity Entities and Buyer, but in no event later than ten days following issuance of the Final Order. The Equity Entities and Buyer shall use reasonable efforts to effect Closing by means of facsimile and overnight delivery services.

          (b) Notwithstanding Section 2.4(a) , if the Closing has not occurred on or prior to May 31, 2006, but the conditions set forth in Articles 7 and 8 are satisfied or, if permissible, waived, such that the Oregon Closing may occur on or prior to September 29, 2006 (disregarding for this purpose any such conditions to be satisfied by actions to be taken at the Oregon Closing), then the Closing will be bifurcated as follows (the “ Bifurcated Closing ”): (i) the Oregon Closing will occur, regardless of whether the conditions to the Idaho Closing have been satisfied; and (ii) the Idaho Closing will occur only if the Oregon Closing has occurred and all other conditions to the Idaho Closing have been satisfied. The failure of the Idaho Closing to occur will have no effect on the Oregon Closing, and the Oregon Closing shall not be unwound or otherwise rescinded as a result of such failure. If there is a Bifurcated Closing, then in no event shall the parties be required to hold the Idaho Closing prior to the Oregon Closing. The actual day on which a Closing occurs, whether it be the Oregon Closing, the Idaho Closing or both, is the “ Closing Date. ”

           Section 2.5 Earnest Money . Within twenty-four (24) hours following the execution and delivery of this Agreement, Buyer shall deliver to U.S. Bank National Association (the “ Deposit Escrow Agent ”) One Million Dollars ($1,000,000) (the “ Deposit ”), to be held in accordance with an

escrow agreement to be executed contemporaneously with this Agreement, by and among the Equity Entities, Buyer and the Deposit Escrow Agent (the “ Deposit Escrow Agreement ”), in a form reasonably acceptable to the parties thereto. The Deposit shall be held and disbursed in accordance with the terms of the Deposit Escrow Agreement and the provisions of this Section 2.5 .

          (a) At the first Closing to occur, the Equity Entities and Buyer shall jointly instruct the Deposit Escrow Agent to deliver the Deposit to Seller as partial payment of the Purchase Price.

          (b) If this Agreement is terminated and Section 2.5(c) does not apply, the Equity Entities and Buyer shall jointly instruct the Deposit Escrow Agent to return the Deposit to Buyer.

          (c) If this Agreement is terminated as a result of Buyer’s breach pursuant to Section 10.1(a)(ii) , and the Equity Entities are not in breach of this Agreement, the Equity Entities and Buyer shall jointly instruct the Deposit Escrow Agent to deliver the Deposit to the Equity Entities, and the Equity Entities will disburse the Deposit pursuant to Section 3.27 .

           Section 2.6 Purchase Price . The purchase price for the Purchased Assets shall be equal to Twenty Million Three Hundred Thousand Dollars ($20,300,000), as adjusted pursuant to Section 2.11 for Closing Date Adjustments and Section 11.12 for any Damaged Assets (as adjusted, the “ Purchase Price ”); provided , however, that if a Bifurcated Closing occurs pursuant to Section 2.4(b) , the term “Purchase Price” with respect to the Oregon Closing shall mean Nineteen Million Three Hundred Thousand Dollars ($19,300,000), as adjusted pursuant to Sections 2.11 and 11.12 , and the term “Purchase Price” with respect to the Idaho Closing shall mean One Million Dollars ($1,000,000), as adjusted pursuant to Sections 2.11 and 11.12 .

           Section 2.7 Payment of Purchase Price . Buyer shall pay the Purchase Price to Seller by executing wire transfers as follows:

          (a) At the first Closing to occur, one wire transfer equal to Seven Hundred Fifty Thousand Dollars ($750,000) delivered to the Indemnity Escrow Account administered by the Indemnity Escrow Agent in accordance with the Indemnity Escrow Agreement attached to this Agreement as Exhibit A (the balance held in the Indemnity Escrow Agreement is referred to herein as the “ Indemnity Deposit ”).

          (b) At the first Closing to occur, one wire transfer to an account designated by the Equity Entities equal to the applicable Purchase Price, minus (i) the amount of the Deposit that is delivered to the Equity Entities pursuant to Section 2.5(a) and (ii) the amount wired under Section 2.7(a) above.

          (c) If there is a Bifurcated Closing pursuant to Section 2.4(b) , then at the Idaho Closing, if any, one wire transfer to an account designated by the Equity Entities equal to the Purchase Price for the Idaho Closing. If there is a Bifurcated Closing and the Idaho Closing does not occur, then the Purchase Price shall be deemed reduced by the One Million Dollars ($1,000,000) that would have otherwise been paid at the Idaho Closing.

           Section 2.8 Closing Date Deliveries.

          (a) On each Closing Date, the Equity Entities shall execute and deliver or cause to be delivered to Buyer:

          (i) a bill of sale and assignments, in a form reasonably acceptable to Buyer, conveying all of the Purchased Assets for such Closing,

          (ii) all of the documents and instruments required to be delivered by the Equity Entities pursuant to Article 8 ,

          (iii) a certificate of good standing for each Equity Entity, issued as of a recent date by the Secretary of State of each Equity Entity’s state of formation,

          (iv) a certificate of good standing for La Grande, issued as of a recent date by the Secretary of State of Oregon,

          (v) a certificate of good standing for each of EBC Boise and EBC Pocatello, issued as of a recent date by the Secretary of State of Idaho,

          (vi) a certificate of the secretary or assistant secretary of Equity and each Equity Entity certifying the resolutions of its directors authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and the incumbency and signatures of each officer executing this Agreement and any Equity Ancillary Agreement,

          (vii) the opinions of Equity Entities’ legal and communications counsel, substantially in the forms of Exhibit 2.8(a)(vii)-1 and Exhibit 2.8(a)(vii)-2 , provided that, in any event, such opinions shall permit the reliance thereon by Buyer’s senior lenders,

          (viii) a certification of non-foreign status for each Equity Entity, in form and substance reasonably satisfactory to Buyer, in accordance with Treas. Reg. § 1.1445-2(b),

          (ix) such documents and instruments as may be reasonably requested by Buyer necessary to evidence that the Purchased Assets at Closing are free and clear of all Encumbrances other than Permitted Encumbrances, and

          (x) the books and records included in the Purchased Assets (provided that delivery of the foregoing will be deemed made to the extent such books and records are then located at any of the offices or premises included in the Purchased Assets).

          (b) On each Closing Date, Buyer shall deliver or cause to be delivered to the Equity Entities the applicable Purchase Price, payable in the manner described in Section 2.7 , and execute and deliver (i) all of the documents and instruments required to be delivered by the Buyer pursuant to Article 7 , (ii) a certificate of good standing of Buyer, issued as of a recent date by the Secretary of State of Washington, (iii) a certificate of the secretary or assistant secretary of Buyer certifying the resolutions of its sole director authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and the incumbency and signatures of its officer(s) executing this Agreement and any Buyer Ancillary Agreement, (iv) the opinion of Buyer’s legal counsel substantially in the form of Exhibit 2.8(b) , and (v) the undertaking and assumption described in Section 2.3(a) .

           Section 2.9 Further Assurances.

          (a) On each Closing Date, the Equity Entities shall (i) deliver to Buyer such other bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer as Buyer may reasonably request or as may be otherwise reasonably necessary to vest in Buyer all the right, title and interest of the Equity Entities in, to or under any or all of the Purchased Assets that are the subject of such Closing in accordance with this Agreement and (ii) take all steps as may be reasonably necessary to put Buyer in actual possession and control of all such Purchased Assets. From time to time following any Closing, the Equity Entities shall execute and deliver, or cause to be executed and delivered, to Buyer such other instruments of conveyance and transfer as Buyer may reasonably request or as may be otherwise necessary to more effectively convey and transfer to, and vest in, Buyer and put Buyer in possession of, any part of the Purchased Assets in accordance with this Agreement. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any license, certificate, approval, authorization, agreement, contract, lease, easement or other commitment included in the Purchased Assets if an attempted assignment thereof without the consent of a third party thereto would constitute a breach thereof.

          (b) On each Closing Date, Buyer shall deliver to the Equity Entities such other undertakings and assumptions and other good and sufficient instruments of conveyance, transfer and assumption as the Equity Entities may reasonably request or as may be otherwise reasonably necessary to evidence Buyer’s assumption of and obligation to pay, perform and discharge the Assumed Liabilities that are the subject of such Closing. From time to time following each Closing, Buyer shall execute and deliver, or cause to be executed and delivered, to the Equity Entities, at the Equity Entities’ expense, such other undertakings and assumptions as the Equity Entities may reasonably request or as may be otherwise necessary to more effectively evidence Buyer’s assumption of and obligation to pay, perform and discharge such Assumed Liabilities.

           Section 2.10 Allocation . The Purchase Price shall be allocated among the Purchased Assets as provided in this Section 2.10 (the “ Asset Allocation ”). The Equity Entities and Buyer shall use good faith efforts to agree upon, prior to Closing, an allocation of the Purchase Price among the Purchased Assets which, if agreed upon within sixty (60) days after the date hereof, will be incorporated in a schedule to be executed by the parties prior to or at Closing. Buyer shall deliver its proposed Asset Allocation to the Equity Entities within thirty (30) days after the date hereof. If the Equity Entities and Buyer are unable to so agree, the Equity Entities and Buyer shall then promptly select and retain an appraisal firm reasonably acceptable to the Equity Entities and Buyer (the “ Appraisal Firm ”) to appraise the classes of the Purchased Assets. The Appraisal Firm shall be instructed to perform an appraisal of the classes of Purchased Assets and to deliver a report to the Equity Entities and Buyer as soon as reasonably practicable. Buyer and the Equity Entities shall bear equally the fees, costs and expenses of the Appraisal Firm. Each party shall prepare IRS Form 8594 allocating the Purchase Price in accordance with Section 1060 of the Code, except as may otherwise be required under Treasury Regs. Section 1.1031(d)-1T, and in accordance with the Asset Allocation. Buyer and each of the Equity Entities shall file with their respective Federal income tax return for the tax year in which the Closing occurs, IRS Form 8594 containing the information agreed upon by the parties pursuant to the immediately preceding sentence. Buyer agrees to report the purchase of the Purchased Assets, and the Equity Entities agree to report the sale of the Purchased Assets on their respective Tax Returns in a manner consistent with the information agreed upon by the parties pursuant to this Section 2.10 and contained in their respective IRS Forms 8594. Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 2.10 shall survive the Closing for the full period of any applicable statute of limitations plus sixty (60) days.

           Section 2.11 Prorations and Adjustments . All income and normal operating expenses arising from the conduct of the Business and operation of the Stations, including, without limitation, assumed liabilities and prepaid expenses, Taxes, and assessments (but excluding Taxes arising by reason of the sale of the Purchased Assets hereunder, which shall be paid as set forth in Section 6.1(e) ), power and utilities charges, FCC regulatory fees, and rents and similar prepaid and deferred items shall be prorated between the Equity Entities and Buyer in accordance with generally accepted accounting principles to reflect the principle that the Equity Entities shall be entitled to all income and be responsible for all expenses arising from the conduct of the Business and operation of the Stations through 12:01 a.m. on the Closing Date (the “ Adjustment Time ”) and Buyer shall be entitled to all income and be responsible for all expenses arising from the conduct of the Business and operation of the Stations after the Adjustment Time. All special assessments and similar charges or liens imposed against the Purchased Assets in respect of any period of time through the Adjustment Time, whether payable in installments or otherwise, shall be the responsibility of the Equity Entities, and amounts with respect to such special assessments, charges or liens in respect of any period of time after the Adjustment Time shall be the responsibility of Buyer, and such charges shall be adjusted as required hereunder. The prorations and adjustments to be made pursuant to this Section 2.11 are referred to as the “ Closing Date Adjustments .” Three (3) days prior to the Closing Date, the Equity Entities shall estimate all Closing Date Adjustments pursuant to this Section 2.11 and shall deliver a statement of their estimates to Buyer (which statement shall set forth in reasonable detail the basis for those estimates). At the Closing, the net amount due to the Buyer or the Equity Entities as a result of the estimated Closing Date Adjustments (excluding any item that is in good faith dispute) shall be applied as an adjustment to the Purchase Price as appropriate. Within sixty (60) days after the Closing, Buyer shall deliver to the Equity Entities a statement reflecting Buyer’s adjustments to the estimate of the Closing Date Adjustments, and no later than the close of business on the 20th day after the delivery to the Equity Entities of Buyer’s statement (the “ Payment Date ”), Buyer shall pay to the Equity Entities, or the Equity Entities shall pay to Buyer, as the case may be, any amount due as a result of the adjustment (or, if there is any good faith dispute, the undisputed amount). Except with respect to items that the Equity Entities notify Buyer that they object to prior to the close of business on the Payment Date, the adjustments set forth in Buyer’s statement shall be final and binding on the parties effective at the close of business on the Payment Date. If the Equity Entities dispute Buyer’s determinations, the parties shall confer with regard to the matter and an appropriate adjustment and payment shall be made as agreed upon by the parties within thirty (30) business days after such agreement (or, if they are unable to resolve the matter, they shall select a recognized firm of independent certified public accountants agreed to by Buyer and the Equity Entities (“ Accounting Firm ”) to resolve the matter, whose decision on the matter shall be binding and whose fees and expenses shall be borne equally by the parties, and an appropriate adjustment and payment shall be made based on the resolution by the Accounting Firm within thirty (30) business days after such resolution). If the amount of Taxes that are to be prorated pursuant to this Section 2.11 is not known by sixty (60) days after the Closing Date, then the amount of such Taxes will be estimated as of such date, and once the amount of such Taxes is known, Buyer shall pay to the Equity Entities, or the Equity Entities shall pay to Buyer, as the case may be, the net amount due as a result of the actual apportionment of such Taxes. If there is a Bifurcated Closing, then the Closing Date Adjustments shall be made as of each Closing Date with respect only to those Purchased Assets that are the subject of such Closing.

ARTICLE 3.
REPRESENTATIONS AND WARRANTIES
OF
THE EQUITY ENTITIES

          As an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, the Equity Entities jointly and severally make the following representations and warranties to Buyer, all of which shall be true, correct, and complete as of the date hereof and as of the Closing, except as otherwise specifically provided:

           Section 3.1 Organization . Each of Equity, La Grande and EBC Boise is a corporation duly organized, validly existing and in good standing under the laws of the State of Arkansas. EBC Pocatello is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. La Grande is duly qualified as a foreign corporation to do business in, and is in good standing under, the laws of the State of Oregon. EBC Boise and EBC Pocatello are duly qualified as a foreign corporations to do business in, and are in good standing under, the laws of the State of Idaho. The Equity Entities have the requisite corporate power and authority to own or lease and to operate the Stations, to use the Purchased Assets in the operation of the Stations, and to carry on the Business as conducted by them.

           Section 3.2 Authority of the Equity Entities .

          (a) Each Equity Entity has the requisite corporate power and authority to execute and deliver this Agreement and all of the other agreements and instruments to be executed and delivered by such Equity Entity pursuant hereto (collectively, the “ Equity Ancillary Agreements ”), to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof.

          (b) The execution, delivery and performance of this Agreement and the Equity Ancillary Agreements by each Equity Entity have been duly authorized and approved by all necessary action of the Equity Entities and do not require any further authorization or consent of the Equity Entities or any of their stockholders or Affiliates. This Agreement is, and the Equity Ancillary Agreements when executed and delivered by the Equity Entities will be, a legal, valid and binding agreement of the Equity Entities enforceable in accordance with their respective terms, except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

          (c) Except as set forth in Schedule 3.2(c) , none of the execution, delivery and performance by any of the Equity Entities of this Agreement or the Equity Ancillary Agreements, or the consummation by any of the Equity Entities of any of the transactions contemplated hereby or thereby or compliance by any of the Equity Entities with or fulfillment by any of the Equity Entities of the terms, conditions and provisions hereof or thereof will:

          (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets under, the organizational documents of any Equity Entity, any Station Agreement, any Governmental Permit or

any judgment, order, award or decree to which any Equity Entity is a party or any of the Purchased Assets, the Stations or the Business is subject or by which any Equity Entity is bound, or any statute, other law or regulatory provision affecting any Equity Entity or the Purchased Assets, the Stations or the Business; or

          (ii) require the approval, consent, authorization or act of, or the making by any of the Equity Entities of any declaration, filing or registration with, any third party or any foreign, federal, state or local court, governmental or regulatory authority or body, except for such of the foregoing as are necessary pursuant to the Communications Act and the rules and regulations of the FCC.

           Section 3.3 Financial Statements.

          (a) Schedule 3.3 contains true and correct copies of the unaudited balance sheets (the “ Balance Sheets” ) of the Stations as of September 30, 2005 (the “ Balance Sheet Date ”) and the related monthly statements of income for the twelve (12) months then ended.

          (b) Such balance sheets and statements of income (i) have been prepared from and are in accordance in all material respects with the books and records regularly maintained by the Equity Entities, and (ii) have been prepared in accordance with generally accepted accounting principles consistently applied and present fairly and accurately, in all material respects, the financial position and results of operations of the Stations and the Business as of their respective dates and for the respective periods covered thereby (except for the omission of footnotes and changes resulting from normal year-end adjustments).

          (c) Except as reflected in such balance sheets and statements of income, no event has occurred since the Balance Sheet Date that would make such balance sheets or such statements of income misleading in any material respect for the respective periods covered thereby.

          (d) The books of account and other records of the Equity Entities from which such balance sheets and statements of income were prepared accurately and fairly reflect, in all material respects, in reasonable detail, the activities of the Equity Entities for the respective periods covered thereby and have been made available to Buyer for its inspection.

           Section 3.4 Operations Since Balance Sheet Date.

          (a) Except as set forth in Schedule 3.4(a) , during the period from the Balance Sheet Date to the date hereof, inclusive, there has been:

          (i) no fact, event, change or effect having, or which may reasonably be expected to have, a Material Adverse Effect;

          (ii) no material change in the Stations’ usage or patterns of usage of Program Rights, any material change in the broadcast hours or in the percentage of types of programming broadcast by the Stations or any other material change in the programming policies of the Stations;

          (iii) no damage, destruction, loss or claim (whether or not covered by insurance) or condemnation or other taking that materially adversely affects the Purchased Assets, the Stations or the Business; and

          (iv) no adverse change in relations with employees, directors or officers that has had or would reasonably be expected to have a Material Adverse Effect.

          (b) Except as set forth in Schedule 3.4(b ), since the Balance Sheet Date, the operations of the Stations and the Business have been conducted only in the ordinary course consistent with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in such Schedule 3.4(b) the Equity Entities have not, in respect of the Purchased Assets, the Stations or the Business:

          (i) sold, leased, transferred or otherwise disposed of (including any transfers to any Affiliate of the Equity Entities), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than Permitted Encumbrances) on, any of the Purchased Assets, other than personal property having a value, in the aggregate, of less than $5,000 sold or otherwise disposed of for fair value or consumed in the ordinary course of the Business consistent with past practice;

          (ii) canceled without fair consideration therefor any debts owed to or claims held by the Equity Entities relating to the Stations (including the settlement of any claims or litigation) or waived any right of significant value to the Equity Entities relating to the Purchased Assets, the Stations or the Business, other than in the ordinary course of the Business consistent with past practice;

          (iii) created, incurred, guaranteed or assumed, or agreed to create, incur, guarantee or assume, any indebtedness for borrowed money except in the ordinary course of the Business and except for borrowings under existing credit arrangements either that do not affect the Purchased Assets or the Business or that will be repaid prior to or as of the Closing;

          (iv) entered into any capitalized leases;

          (v) delayed payment of any account payable or other liability of the Business beyond its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice;

          (vi) failed to maintain all Employee Plans in accordance with applicable law and regulations;

          (vii) made any loan to, or entered into any transaction with any of their directors, officers and employees that would materially affect the ability of the Equity Entities to consummate the transactions contemplated by, or otherwise comply with their respective obligations under, this Agreement;

          (viii) changed the accounting methods, principles, or practices materially affecting the Purchased Assets, the Stations or the Business, except insofar as may have been required by law or by a change in generally accepted accounting principles; or

          (ix) entered into any agreement or made any commitment to take any action described in subparagraphs (i) through (viii) above.

           Section 3.5 No Undisclosed Liabilities . Except as set forth in Schedule 3.5 and in the Balance Sheets, the Equity Entities are not subject, with respect to the Purchased Assets, the Stations or the Business, to any liability, whether absolute, contingent, accrued or otherwise, that is required by generally accepted accounting principles to be reflected or reserved against in such Balance Sheets that are not fully reflected or reserved against in such Balance Sheets.

           Section 3.6 Taxes . Except as set forth on Schedule 3.6 :

          (a) The Equity Entities have (i) duly filed all Tax Returns required to be filed in respect of the Stations, (ii) paid in full or discharged all Taxes owed by the Equity Entities relating to the Purchased Assets (whether or not such Taxes are shown as due on any Tax Return), excepting such Taxes as will not be due until after the Closing Date and that are to be prorated between Buyer and the Equity Entities pursuant to Section 2.11 of this Agreement and (iii) paid in full or discharged all Taxes, the non-payment of which could result in an Encumbrance on the Purchased Assets in the hands of the Buyer, excepting such Taxes as will not be due until after the Closing Date and which are to be prorated pursuant to Section 2.11 of this Agreement.

          (b) None of the Purchased Assets (i) are required to be treated as being owned by any other person pursuant to the so-called safe harbor lease provisions of former section 168(f)(8) of the Code, (ii) secure any debt the interest on which is tax-exempt under section 103(a) of the Code, (iii) are tax-exempt use property within the meaning of section 168(h) of the Code or (iv) are subject to a 467 rental agreement as defined in section 467 of the Code.

           Section 3.7 Sufficiency of Assets . Except as set forth in Schedule 3.7 , the Purchased Assets constitute all of the assets necessary for and used in the conduct of the Business and the operation of the Stations as currently conducted.

           Section 3.8 Governmental Permits . The Equity Entities own, hold or possess all licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body (other than the FCC Licenses) that are necessary to entitle the Equity Entities to own or lease, operate and use their assets and to carry on and conduct the Business substantially as conducted immediately prior to the date of this Agreement, including, but not limited to, any that may be required pursuant to Environmental Laws, and except for such Governmental Permits as to which the failure to so own, hold or possess would not have a Material Adverse Effect (herein collectively called “ Governmental Permits ”). Schedule 3.8 sets forth a list and brief description of each such Governmental Permit held by the Equity Entities as of the date of this Agreement. Except as set forth in Schedule 3.8 , the Equity Entities have fulfilled and performed in all material respects their obligations under and are in compliance with each of the Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under or noncompliance with any such Governmental Permit. No notice of cancellation, of default, of violation, or of any dispute concerning any such Governmental Permit, or of any event, condition or state of facts described in the preceding sentence, has been received by the Equity Entities. Except as set forth in Schedule 3.8 , each such Governmental Permit is valid, subsisting and in full force and effect (subject to expiration or termination in accordance with its terms), and may be assigned and transferred to the Buyer in accordance with this Agreement and at the time of assignment or transfer of control to the Buyer will be in full force and effect, in each case without (i) the occurrence of any breach, default or forfeiture of rights thereunder or (ii) the consent, approval or act of, or the making of any filing with, any Governmental Body or other party.

           Section 3.9 FCC Licenses; Construction Permits .

          (a) Set forth on Schedule 3.9(a) is a list of the Station Licenses issued by the FCC for the operation of the Stations and all applications for modification, extension or renewal thereof, and any applications for any modified licenses, permits, permissions or authorizations pending on the date hereof (the “ FCC Licenses ”).

          (b) The FCC Licenses are all of the licenses, permits, and other authorizations issued by the FCC used or necessary to lawfully operate the Stations in the manner and to the full extent as they are now operated, and the FCC Licenses are validly issued. The Equity Entities have delivered to Buyer true and complete copies of the FCC Licenses, including any and all amendments and other modifications thereto. Except as set forth on Schedule 3.9(b) , the FCC Licenses are in full force and effect, are valid for the balance of the current license term applicable generally to broadcast television stations licensed to communities in the states where the Stations are located, are unimpaired by any acts or omissions of any Equity Entity or any of their Affiliates, or the employees, agents, officers, directors or shareholders of any Equity Entity, and are free and clear of any restrictions that might limit the full operation of the Stations in the manner and to the full extent that they are now operated (other than restrictions under the terms of the FCC Licenses themselves or generally applicable under the rules and regulations of the FCC). Except as set forth on Schedule 3.9(b) , the Equity Entities have not received any notice of any violations of the FCC Licenses, the Communications Act or the rules and regulations thereunder that remain pending and unresolved. Except as set forth on Schedule 3.9(b) , there is no action by or before the FCC currently pending or, to the Knowledge of the Equity Entities, threatened, to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the FCC Licenses. Except as set forth on Schedule 3.9(b) , there are no applications, petitions, complaints or proceedings pending at the FCC or, to the Knowledge of the Equity Entities, threatened, to which the Equity Entities are a party or that are directed at the Equity Entities, the Business or the Stations, that may have a material adverse effect on the Business, the Purchased Assets or the operation of the Stations (other than those generally applicable to the broadcast television industry). The Equity Entities do not have Knowledge of any facts or circumstances reasonably likely to result in those of the FCC Licenses subject to expiration not being renewed in the ordinary course for a full term without material qualifications or of any reason reasonably likely to result in any of the FCC Licenses being revoked. No renewal of any FCC License would constitute a major environmental action under the rules and regulations of the FCC in existence as of the date of this Agreement. To the Knowledge of the Equity Entities, there are no facts pertaining to the Stations, any Equity Entity, their Affiliates or any other persons or entities affiliated therewith, which, under the Communications Act or the existing rules and regulations of the FCC, would (i) disqualify the Equity Entities from assigning the FCC Licenses (excluding any applications that by their terms cannot be assigned) to Buyer or from consummating the transactions contemplated herein, or (ii) materially delay the obtaining of the approvals required for the transactions contemplated herein. The Equity Entities maintain an appropriate public inspection file at the studio of KPOU in accordance with FCC rules and regulations, and all required documents in such files have been filed on a timely basis. All material reports and filings required to be filed with the FCC with respect to the operation of the Stations have been timely filed, and all such reports and filings are accurate and complete in all material respects. Except as set forth in Schedule 3.9(b) , each Station is currently, and at the Closing Date will be, operating at its full authorized effective radiated power.

          (c) All information contained in any applications for modification, extension or renewal of the FCC Licenses, and any pending applications for any modified licenses, permits, permissions or authorizations relating to the Stations pending on the Closing Date, including, but not limited to, those listed on Schedule 3.9(a), was true, complete and accurate in all material respects when

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filed and was updated to the extent required by the Communications Act and the rules and regulations of the FCC as circumstances may have changed during the pendency thereof.

          (d) To the Knowledge of the Equity Entities, all antenna support structures used in connection with the Stations have been registered with the FCC, if registration is required, and comply with all other requirements of the FCC and the FAA.

          (e) EBC Boise is the sole holder of the Construction Permits, and at Closing, the Construction Permits will be in full force and effect and will not have been revoked, suspended, canceled, rescinded, terminated, modified or expired. There are no applications pending before the FCC for modification of the Construction Permits except for applications which have been disclosed to Buyer. There is not pending, or to the Equity Entities’ Knowledge, threatened, any action before the FCC to revoke, suspend, cancel, rescind or modify any of the Construction Permits (other than proceedings to amend FCC rules of general applicability). There is not now issued, pending, outstanding, or to the Equity Entities’ Knowledge, threatened, by or before the FCC, any order to show cause, notice of violation, notice of apparent liability, or notice of forfeiture or complaint with respect to the Construction Permits. The Equity Entities are aware of no facts and have received no notice or other communication from the FCC indicating that any Seller is not in compliance in all material respects with all applicable requirements of the FCC with respect to the Construction Permits

           Section 3.10 Real Property; Real Property Leases .

          (a) Schedule 3.10(a) contains a description of all real property leased by the Equity Entities in connection with the operation of the Stations as of the date of this Agreement, as they are now operated and each option held by the Equity Entities to acquire any real property (the “ Real Property ”). None of the Equity Entities owns any real property in connection with the operation of the Stations as of the date of this Agreement.

          (b) No real property other than that listed on Schedule 3.10(a) is used in, held for use in connection with, or necessary for the conduct of the Business or operation of the Stations as they are now operated (other than easements, rights of access, and the like included in the Purchased Assets).

          (c) Except as disclosed in Schedule 3.10(c) , and to the Knowledge of the Equity Entities: No utility lines serving the Real Property necessary for the operation of the Stations as currently conducted pass over the lands of others except where appropriate easements have been obtained. To the Knowledge of the Equity Entities, no guy wires supporting any leased tower, pass over the lands of others except where appropriate easements have been obtained. To the Knowledge of the Equity Entities, neither the whole nor any part of any Real Property leased by the Equity Entities, is subject to any pending or threatened suit for condemnation or other taking by any public authority. There exists no writ, injunction, decree, order or judgment, nor any litigation, pending, or, to the Knowledge of the Equity Entities, threatened, relating to the Equity Entities’ use, lease, occupancy or operation of any of the Real Property. The Equity Entities’ use and occupancy of the Real Property comply with all regulations, codes, ordinances, and statutes of all applicable governmental authorities, including without limitation all Environmental Laws, occupational safety and health regulations, and electrical codes. To the Knowledge of the Equity Entities, each of the towers used in connection with the Stations can structurally support all of the permitted equipment in accordance with law, governmental approvals, and sound engineering practices as the Stations are currently operating.

          (d) Schedule 3.10(d) sets forth a list of each lease or similar agreement under which either Equity Entity is lessee of, or holds or operates, any Real Property owned by any third Person as of

the date of this Agreement, which are the sole and complete agreements concerning the Equity Entities’ rights and obligations with respect to the leased premises (the “ Real Property Leases ”). Each Real Property Lease is legal, valid, binding, enforceable and in full force and effect (subject to expiration or te