Common use of FCC Licenses Clause in Contracts

FCC Licenses. (i) GeoEye or a GeoEye Subsidiary is the valid holder of each of the FCC licenses and authorizations listed and described in Section 4.17(a)(i) of the GeoEye Disclosure Letter (“GeoEye FCC Authorizations”). Such GeoEye FCC Authorizations constitute all of the FCC licenses, authorizations and approvals held by GeoEye and the GeoEye Subsidiaries, as well as all of the FCC licenses, authorizations and approvals otherwise required for the operation of the business of GeoEye and the GeoEye Subsidiaries as it is presently conducted, except where the failure to hold any such licenses, authorizations and approvals, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effect. The GeoEye FCC Authorizations are validly issued and in full force and effect. (ii) The GeoEye FCC Authorizations have not been revoked, suspended, canceled, rescinded or terminated, have not expired, and are not subject to any conditions or requirements that have not been imposed upon all earth-exploration satellite service or fixed-satellite service authorizations generally. Except as set forth in Section 4.17(a)(ii) of the GeoEye Disclosure Letter, there is no pending or, to the Knowledge of GeoEye, threatened action by or before the FCC to revoke, suspend, cancel, rescind or modify any of the GeoEye FCC Authorizations (other than proceedings to amend FCC rules of general applicability), and there is not now issued or outstanding or pending or, to the Knowledge of GeoEye, threatened, by or before the FCC, any order to show cause, letter of inquiry, notice of violation, notice of apparent liability, or notice of forfeiture issued to or against GeoEye, a GeoEye Subsidiary or the GeoEye FCC Authorizations except where the existence of such order, letter or notice, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effect. (iii) GeoEye and each GeoEye Subsidiary is in material compliance with all of the terms of the GeoEye FCC Authorizations, and has complied in all material respects with the Communications Act. All material reports, filings, and disclosures required to be filed by GeoEye or a GeoEye Subsidiary with the FCC have been timely filed. All such reports and filings are materially accurate and complete. GeoEye and each GeoEye Subsidiary has timely paid all material FCC regulatory fees and other applicable material fees required to be paid by holders of such authorizations. (iv) No Person other than GeoEye and the GeoEye Subsidiaries has or will have the right to control the use of all or any of the GeoEye FCC Authorizations, and GeoEye or a GeoEye Subsidiary is the sole legal and beneficial holder of each of the GeoEye FCC Authorizations. GeoEye and each GeoEye Subsidiary has complied with all FCC rules regarding transfer of control or changes in ownership (including intracompany reorganizations) of the GeoEye FCC Authorizations, except where the failure to comply, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effect. (v) Section 4.17(a)(v) of the GeoEye Disclosure Letter contains a complete list, as of the date of this Agreement, of all pending applications for FCC licenses and authorizations that would be GeoEye FCC Authorizations, if issued or granted, or for the modification, extension or renewal of any GeoEye FCC Authorizations. There is no pending or, to the Knowledge of GeoEye, threatened action by or before the FCC to reject or modify any pending application for FCC licenses and authorizations that would be GeoEye FCC Authorizations, if issued or granted, or for the modification, extension or renewal of any GeoEye FCC Authorizations.

FCC Licenses. (i) GeoEye DigitalGlobe or a GeoEye DigitalGlobe Subsidiary is the valid holder of each of the FCC licenses and authorizations listed and described in Section 4.17(a)(i3.17(a)(i) of the GeoEye DigitalGlobe Disclosure Letter (“GeoEye DigitalGlobe FCC Authorizations”). Such GeoEye DigitalGlobe FCC Authorizations constitute all of the FCC licenses, authorizations and approvals held by GeoEye DigitalGlobe and the GeoEye DigitalGlobe Subsidiaries, as well as all of the FCC licenses, authorizations and approvals otherwise required for the operation of the business of GeoEye DigitalGlobe and the GeoEye DigitalGlobe Subsidiaries as it is presently conducted, except where the failure to hold any such licenses, authorizations and approvals, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye DigitalGlobe Material Adverse Effect. The GeoEye DigitalGlobe FCC Authorizations are validly issued and in full force and effect. (ii) The GeoEye DigitalGlobe FCC Authorizations have not been revoked, suspended, canceled, rescinded or terminated, have not expired, and are not subject to any conditions or requirements that have not been imposed upon all earth-exploration satellite service or fixed-satellite service authorizations generally. Except as set forth in Section 4.17(a)(ii3.17(a)(ii) of the GeoEye DigitalGlobe Disclosure Letter, there is no pending or, to the Knowledge of GeoEyeDigitalGlobe, threatened action by or before the FCC to revoke, suspend, cancel, rescind or modify any of the GeoEye DigitalGlobe FCC Authorizations (other than proceedings to amend FCC rules of general applicability), and there is not now issued or outstanding or pending or, to the Knowledge of GeoEyeDigitalGlobe, threatened, by or before the FCC, any order to show cause, letter of inquiry, notice of violation, notice of apparent liability, or notice of forfeiture issued to or against GeoEyeDigitalGlobe, a GeoEye DigitalGlobe Subsidiary or the GeoEye DigitalGlobe FCC Authorizations except where the existence of such order, letter or notice, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye DigitalGlobe Material Adverse Effect. (iii) GeoEye DigitalGlobe and each GeoEye DigitalGlobe Subsidiary is in material compliance with all of the terms of the GeoEye DigitalGlobe FCC Authorizations, and has complied in all material respects with the Communications Act. All material reports, filings, and disclosures required to be filed by GeoEye DigitalGlobe or a GeoEye DigitalGlobe Subsidiary with the FCC have been timely filed. All such reports and filings are materially accurate and complete. GeoEye DigitalGlobe and each GeoEye DigitalGlobe Subsidiary has timely paid all material FCC regulatory fees and other applicable material fees required to be paid by holders of such authorizations, in each case. (iv) No Person other than GeoEye DigitalGlobe and the GeoEye DigitalGlobe Subsidiaries has or will have the right to control the use of all or any of the GeoEye DigitalGlobe FCC Authorizations, and GeoEye DigitalGlobe or a GeoEye DigitalGlobe Subsidiary is the sole legal and beneficial holder of each of the GeoEye DigitalGlobe FCC Authorizations. GeoEye DigitalGlobe and each GeoEye DigitalGlobe Subsidiary has complied with all FCC rules regarding transfer of control or changes in ownership (including intracompany reorganizations) of the GeoEye DigitalGlobe FCC Authorizations, except where the failure to comply, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye DigitalGlobe Material Adverse Effect. (v) Section 4.17(a)(v3.17(a)(v) of the GeoEye DigitalGlobe Disclosure Letter contains a complete list, as of the date of this Agreement, of all pending applications for FCC licenses and authorizations that would be GeoEye DigitalGlobe FCC Authorizations, if issued or granted, or for the modification, extension or renewal of any GeoEye DigitalGlobe FCC Authorizations. There is no pending or, to the Knowledge of GeoEyeDigitalGlobe, threatened action by or before the FCC to reject or modify any pending application for FCC licenses and authorizations that would be GeoEye DigitalGlobe FCC Authorizations, if issued or granted, or for the modification, extension or renewal of any GeoEye DigitalGlobe FCC Authorizations.

FCC Licenses. After giving effect to the WPHI-FM Acquisition, the Company and ROL hold all material licenses, permits and authorizations required for and/or used in the ownership and operation of the Stations as presently operated or as presently anticipated to be operated (iother than licenses, permits and authorizations covered by Section 2.6), including all material commercial broadcast station and auxiliary licenses, permits, authorizations and other certificates required by (a) GeoEye the FCC, (b) the Communications Act of 1934, 47 U.S.C. Section 151 et. seq., as amended (the "Communications Act"), (c) 47 C.F.R. Part 73 or (d) any other governmental entity (such material licenses, permits, authorizations, and certificates, collectively, the "FCC Licenses"). Schedule 2.7 provides a GeoEye Subsidiary list that is the valid holder of each accurate in all material respects of the FCC licenses and authorizations listed and described in Section 4.17(a)(i) Licenses, including the termination date of such FCC Licenses. Except for the GeoEye Disclosure Letter (“GeoEye FCC Authorizations”). Such GeoEye FCC Authorizations constitute all of possible need to request the FCC licensesto grant an extension of time to consummate the WPHI-FM Acquisition, authorizations and approvals held by GeoEye FCC approval has been granted for the WPHI-FM Acquisition, such approval has not lapsed and the GeoEye Subsidiariesperiod for seeking reconsideration, as well as all review or appeal of the such FCC licensesapproval has expired and no such reconsideration, authorizations and approvals otherwise required for the operation of the business of GeoEye and the GeoEye Subsidiaries as it is presently conducted, except where the failure to hold review or appeal has been sought by any such licenses, authorizations and approvals, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effectparty. The GeoEye FCC Authorizations Licenses are validly issued valid and in full force and effect. (ii) The GeoEye FCC Authorizations have not been revoked, suspended, canceled, rescinded or terminated, have not expired, and are not subject unimpaired by any act, omission or condition which could have any material adverse effect on the operation of the Stations. After giving effect to any conditions the WPHI-FM Acquisition, to the extent necessary, the Company or, if applicable, ROL, has timely filed all applications for renewal or requirements that extension of all of its or their FCC Licenses and, except as otherwise indicated in Schedule 2.7, all such applications have not been imposed upon all earth-exploration satellite service or fixed-satellite service authorizations generallygranted without conditions. Except as set forth in Section 4.17(a)(ii) indicated on Schedule 2.7, and except for actions or proceedings affecting the broadcasting industry generally, no petition, action, investigation, notice of the GeoEye Disclosure Letterviolation or apparent liability, there notice of forfeiture, orders to show cause, complaint or proceeding is no pending or, to the Knowledge best knowledge of GeoEyethe Company, threatened action by or before the FCC or any other forum or agency with respect to revoke, suspend, cancel, rescind the Company or modify any of the GeoEye FCC Authorizations (other than proceedings to amend FCC rules of general applicability)Stations. The Company, and there is not now issued or outstanding or pending or, to the Knowledge of GeoEye, threatened, by or before the FCC, any order to show cause, letter of inquiry, notice of violation, notice of apparent liability, or notice of forfeiture issued to or against GeoEye, a GeoEye Subsidiary or the GeoEye FCC Authorizations except where the existence of such order, letter or notice, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effect. (iii) GeoEye ROL and each GeoEye Subsidiary is of the Stations are in material compliance with all of the terms of the GeoEye FCC Authorizations, Licenses and has complied in all material respects with applicable filing and operating requirements of 47 C.F.R. Part 73 and all other applicable regulations and policies of the FCC and the Communications Act. All material reportsExcept as otherwise expressly contemplated by this Agreement, filings, and disclosures no prior FCC consent is required to be filed by GeoEye or a GeoEye Subsidiary in connection with the execution, delivery and performance of this Agreement. Except as otherwise expressly contemplated by this Agreement or as stated in Schedule 2.7 hereto, there are no applications presently pending before the FCC have been timely filed. All such reports and filings are materially accurate and complete. GeoEye and each GeoEye Subsidiary has timely paid all material FCC regulatory fees and other applicable material fees required with respect to be paid by holders of such authorizations. (iv) No Person other than GeoEye and the GeoEye Subsidiaries has or will have the right to control the use of all or any of the GeoEye FCC AuthorizationsStations. The Company does not know of any fact that should reasonably be anticipated to result in the denial of an application for renewal, and GeoEye or a GeoEye Subsidiary is the sole legal and beneficial holder revocation, modification, nonrenewal or suspension of each any of the GeoEye FCC Authorizations. GeoEye and each GeoEye Subsidiary has complied Licenses, or the issuance of a cease-and-desist order, or the imposition of any administrative or judicial sanction with all FCC rules regarding transfer of control or changes in ownership (including intracompany reorganizations) respect to any of the GeoEye Stations, which may materially adversely affect the rights under any of the FCC Authorizations, except where the failure to comply, individually Licenses or in the aggregate, has not had and would not reasonably be expected to which may have a GeoEye Material Adverse Effectmaterially adverse effect on the Stations, the Company and ROL, taken as a whole. (v) Section 4.17(a)(v) of the GeoEye Disclosure Letter contains a complete list, as of the date of this Agreement, of all pending applications for FCC licenses and authorizations that would be GeoEye FCC Authorizations, if issued or granted, or for the modification, extension or renewal of any GeoEye FCC Authorizations. There is no pending or, to the Knowledge of GeoEye, threatened action by or before the FCC to reject or modify any pending application for FCC licenses and authorizations that would be GeoEye FCC Authorizations, if issued or granted, or for the modification, extension or renewal of any GeoEye FCC Authorizations.

FCC Licenses. (ia) GeoEye or a GeoEye Subsidiary is the valid holder of each Schedule 1.1(a) sets forth all of the FCC licenses Licenses (and authorizations listed and described in Section 4.17(a)(i) of the GeoEye Disclosure Letter (“GeoEye FCC Authorizations”expiration dates thereof). Such GeoEye FCC Authorizations , which constitute all of the FCC licenses, permits, authorizations and approvals held by GeoEye and the GeoEye Subsidiaries, as well as all registrations of the FCC licenses, authorizations and approvals otherwise required for the lawful operation of the business of GeoEye Business and the GeoEye Subsidiaries as it is presently conductedownership of the Purchased Assets or otherwise material to the present operation of the Business and the ownership of the Purchased Assets, except where the failure to hold any such licenses, authorizations and approvals, individually or all required FCC antenna structure registrations that are used in the aggregateBusiness, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effectany pending applications for renewal or modification of the FCC Licenses. The GeoEye Except as set forth on Schedule 1.1(a): (i) the FCC Authorizations Licensees are validly issued and holders of the FCC Licenses described on Schedule 1.1(a), (ii) the FCC Licenses are in full force and effect. (ii) The GeoEye FCC Authorizations effect in accordance with their terms and have not been revoked, suspended, canceled, rescinded or terminated, terminated and have not expired, and are not subject to any conditions or requirements that have not been imposed upon all earth-exploration satellite service or fixed-satellite service authorizations generally. Except as set forth in Section 4.17(a)(ii(iii) of the GeoEye Disclosure Letter, there is no pending not pending, or, to the Seller’s Knowledge of GeoEye(as defined below), threatened threatened, any action by or before the FCC to revoke, suspend, cancel, rescind or materially adversely modify any of the GeoEye FCC Authorizations Licenses (other than proceedings to amend FCC rules of general applicability), and (iv) there is not now issued or outstanding or pending or, to the Knowledge of GeoEye, threatenedoutstanding, by or before the FCC, any order to show cause, letter of inquiry, notice of violation, notice of apparent liability, or notice order of forfeiture against the Business or Seller with respect to the Business that could result in any such action, (v) the FCC Licenses have been issued for the full terms customarily issued by the FCC for each class of Station, and (vi) the FCC Licenses are not subject to or against GeoEye, a GeoEye Subsidiary or any condition except for those conditions appearing on the GeoEye FCC Authorizations except where the existence of such order, letter or notice, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effect. (iii) GeoEye and each GeoEye Subsidiary is in material compliance with all face of the terms FCC Licenses and conditions generally applicable to each class of Station. The Stations and the GeoEye FCC Authorizations, and has complied Business are operating in compliance in all material respects with the Communications Act. All material reports, filings, and disclosures required to be filed by GeoEye or a GeoEye Subsidiary with terms of the FCC have been timely filed. All such reports and filings are materially accurate and complete. GeoEye and each GeoEye Subsidiary has timely paid all material FCC regulatory fees and other applicable material fees required to be paid by holders of such authorizations. (iv) No Person other than GeoEye Licenses and the GeoEye Subsidiaries has or will have the right to control the use of all or any of the GeoEye FCC Authorizations, and GeoEye or a GeoEye Subsidiary is the sole legal and beneficial holder of each of the GeoEye FCC AuthorizationsCommunications Laws. GeoEye and each GeoEye Subsidiary has complied with all FCC rules regarding transfer of control or changes in ownership (including intracompany reorganizations) of the GeoEye FCC Authorizations, except where the failure to comply, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effect. (v) Section 4.17(a)(v) of the GeoEye Disclosure Letter contains a complete list, as of the date of this Agreement, of all pending applications for FCC licenses and authorizations that would be GeoEye FCC Authorizations, if issued or granted, or for the modification, extension or renewal of any GeoEye FCC Authorizations. There is no pending or, To Seller’s Knowledge after appropriate inquiry to the Knowledge of GeoEye, threatened action by or before the FCC to reject or modify any pending application for FCC licenses and authorizations that would be GeoEye FCC Authorizations, if issued or granted, or for the modification, extension or renewal of any GeoEye FCC Authorizations.with respect

FCC Licenses. (i) GeoEye As of the date hereof, the Company or a GeoEye Company Subsidiary is the valid holder of holds each of the FCC licenses and authorizations listed and described in Section 4.17(a)(i3.13(a)(i) of the GeoEye Company Disclosure Letter (“GeoEye Company FCC Authorizations”). Such GeoEye As of the date hereof, such Company FCC Authorizations constitute all of the FCC licenses, authorizations and approvals held by GeoEye the Company and the GeoEye Company Subsidiaries, as well as all of the FCC licenses, authorizations and approvals otherwise required for the operation of the business of GeoEye the Company and the GeoEye Company Subsidiaries as it is presently conducted, except where the failure to hold any such licenses, authorizations and approvals, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Company Material Adverse Effect. The GeoEye Company FCC Authorizations are validly issued and in full force and effect. (ii) The GeoEye Company FCC Authorizations have not been revoked, suspended, canceled, rescinded or terminated, have not expired, and are not subject to any conditions or requirements that have not been imposed upon all earth-exploration satellite service or fixed-satellite service authorizations generally, except where such revocation, suspension, cancellation, rescindment, termination or expiration has not had and would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 4.17(a)(ii) of the GeoEye Disclosure Letter, there There is no pending or, to the Knowledge of GeoEyethe Company, threatened action by or before the FCC to revoke, suspend, cancel, rescind or modify any of the GeoEye Company FCC Authorizations (other than proceedings to amend FCC rules of general applicability), and there is not now issued or outstanding or pending or, to the Knowledge of GeoEyethe Company, threatened, by or before the FCC, any order to show cause, letter of inquiry, notice of violation, notice of apparent liability, or notice of forfeiture issued to or against GeoEyethe Company, a GeoEye Company Subsidiary or the GeoEye Company FCC Authorizations except where the existence of such order, letter or notice, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Company Material Adverse Effect. (iii) GeoEye The Company and each GeoEye Company Subsidiary is in material compliance with all of the terms of the GeoEye Company FCC Authorizations, and has complied in all material respects with the Communications Act. All material reports, filings, and disclosures required to be filed by GeoEye the Company or a GeoEye Company Subsidiary with the FCC have been timely filed. All filed and all such reports and filings are materially accurate and complete. GeoEye The Company and each GeoEye Company Subsidiary has timely paid all material FCC regulatory fees and other applicable material fees that are due and payable by the Company and each Company Subsidiary and required to be paid by holders of such authorizationsthe Company, in each case. (iv) No Person other than GeoEye the Company and the GeoEye Company Subsidiaries has or will have the right to control the use of all or any of the GeoEye Company FCC Authorizations, and GeoEye the Company or a GeoEye Company Subsidiary is the sole legal and beneficial holder of each of the GeoEye Company FCC Authorizations. GeoEye The Company and each GeoEye Company Subsidiary has complied with all FCC rules regarding transfer of control or changes in ownership (including intracompany reorganizations) of the GeoEye Company FCC Authorizations, except where the failure to comply, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Company Material Adverse Effect. (v) Section 4.17(a)(v3.13(a)(v) of the GeoEye Company Disclosure Letter contains a true, correct and complete list, as of the date of this Agreementhereof, of all pending applications for FCC licenses and authorizations that would be GeoEye Company FCC Authorizations, if issued or granted, or for the modification, extension or renewal of any GeoEye Company FCC Authorizations. There is no pending or, to the Knowledge of GeoEyethe Company, threatened action by or before the FCC to reject or materially modify any pending application for FCC licenses and authorizations that would be GeoEye Company FCC Authorizations, if issued or granted, or for the material modification, extension or renewal of any GeoEye Company FCC Authorizations.

FCC Licenses. (ia) GeoEye or a GeoEye Subsidiary is the valid holder of each Except as set forth on Schedule 1.1(a): The FCC Licensees are holders of the FCC licenses and authorizations listed and Licenses described in Section 4.17(a)(i) of the GeoEye Disclosure Letter (“GeoEye FCC Authorizations”on Schedule 1.1(a). Such GeoEye FCC Authorizations constitute , which include all of the FCC licenses, permits, authorizations and approvals held by GeoEye and the GeoEye Subsidiaries, as well as all registrations of the FCC licenses, authorizations and approvals otherwise required for or otherwise material to the present operation of the business of GeoEye Business and the GeoEye Subsidiaries as it is presently conducted, except where the failure to hold any such licenses, authorizations and approvals, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effectownership of Purchased Assets. The GeoEye FCC Authorizations Licenses are validly issued and in full force and effect. (ii) The GeoEye FCC Authorizations effect and have not been revoked, suspended, canceled, rescinded or terminated, terminated and have not expired. There is not pending, and are not subject to any conditions or requirements that have not been imposed upon all earth-exploration satellite service or fixed-satellite service authorizations generally. Except as set forth in Section 4.17(a)(ii) of the GeoEye Disclosure Letter, there is no pending or, to the Seller’s Knowledge of GeoEye(as defined below), threatened threatened, any action by or before the FCC to revoke, suspend, cancel, rescind or materially adversely modify any of the GeoEye FCC Authorizations Licenses (other than proceedings to amend FCC rules of general applicability), and there . There is not now issued or outstanding or pending or, to the Knowledge of GeoEye, threatenedoutstanding, by or before the FCC, any order to show cause, letter of inquiry, notice of violation, notice of apparent liability, or notice order of forfeiture against the Business, Seller or any High Plains Entity with respect to the Business that could result in any such action. Except as set forth in Schedule 1.1(a), the FCC Licenses have been issued for the full terms customarily issued by the FCC for each class of Station, and the FCC Licenses are not subject to or against GeoEye, a GeoEye Subsidiary or any condition except for those conditions appearing on the GeoEye FCC Authorizations except where the existence of such order, letter or notice, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effect. (iii) GeoEye and each GeoEye Subsidiary is in material compliance with all face of the terms FCC Licenses and conditions generally applicable to each class of the GeoEye FCC Authorizations, and has complied Station. The Stations are operating in compliance in all material respects with the Communications Act. All material reports, filings, and disclosures required to be filed by GeoEye or a GeoEye Subsidiary with terms of the FCC have been timely filed. All such reports and filings are materially accurate and complete. GeoEye and each GeoEye Subsidiary has timely paid all material FCC regulatory fees and other applicable material fees required to be paid by holders of such authorizations. (iv) No Person other than GeoEye Licenses and the GeoEye Subsidiaries has Communications Laws. To Seller’s Knowledge, there are no facts or will have the right to control the use of all or any of the GeoEye FCC Authorizations, and GeoEye or a GeoEye Subsidiary is the sole legal and beneficial holder of each of the GeoEye FCC Authorizations. GeoEye and each GeoEye Subsidiary has complied with all FCC rules regarding transfer of control or changes in ownership (including intracompany reorganizations) of the GeoEye FCC Authorizations, except where the failure to comply, individually or in the aggregate, has not had and would not circumstances that might reasonably be expected to have a GeoEye Material Adverse Effect. (va) Section 4.17(a)(vresult in the FCC’s refusal to grant the FCC Consent or otherwise disqualify Seller or any High Plains Entity, (b) of materially delay obtaining the GeoEye Disclosure Letter contains a complete list, as of the date of this Agreement, of all pending applications for FCC licenses and authorizations that would be GeoEye FCC Authorizations, if issued Consent or granted, or for the modification, extension or renewal of any GeoEye FCC Authorizations. There is no pending or, to the Knowledge of GeoEye, threatened action by or before (c) cause the FCC to reject impose a material condition or modify conditions on its granting the FCC Consent. “Knowledge” with respect to Seller, shall mean the actual knowledge of (i) the president, chief financial officer, vice president operations and associate general counsel of Newport and the individuals holding similar positions with respect to the High Plains Entities, (ii) the general manager and chief engineer (or person holding a similar position, but not including any pending application for FCC licenses contract employee or consultant) of each Station and authorizations that would be GeoEye FCC Authorizations, if issued or granted, or for of the modification, extension or renewal of any GeoEye FCC AuthorizationsInergize Business and (iii) the individuals set forth on Schedule 2.4(a).

FCC Licenses. (ia) GeoEye The Companies are the holders of the licenses, permits and authorizations set forth in Section 3.06 of the Disclosure Schedule, which are all of the licenses, permits and authorizations issued by the FCC that are required for or a GeoEye Subsidiary is otherwise material to the valid holder present operation of each the Stations (the “FCC Licenses”). Seller has made available to Purchaser true and complete copies of the FCC licenses Licenses and authorizations listed and described in Section 4.17(a)(i) of pending FCC applications with respect to the GeoEye Disclosure Letter (“GeoEye FCC Authorizations”). Such GeoEye FCC Authorizations constitute all of the FCC licenses, authorizations and approvals held by GeoEye and the GeoEye Subsidiaries, as well as all of the FCC licenses, authorizations and approvals otherwise required for the operation of the business of GeoEye and the GeoEye Subsidiaries as it is presently conducted, except where the failure to hold any such licenses, authorizations and approvals, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse EffectStations. The GeoEye FCC Authorizations Licenses are validly issued and in full force and effect. (ii) The GeoEye FCC Authorizations effect and have not been revoked, suspended, canceled, rescinded or terminated, terminated and have not expired; and, and except as set forth in Section 3.06 of the Disclosure Schedule, are not subject to any conditions except conditions applicable to broadcast licenses generally or requirements that have not been imposed upon all earth-exploration satellite service or fixed-satellite service authorizations generally. Except as set forth in Section 4.17(a)(ii) otherwise disclosed on the face of the GeoEye Disclosure Letter, there FCC Licenses. There is no not pending or, to the Knowledge of GeoEye, threatened any action by or before the FCC to revoke, suspend, cancel, rescind or materially and adversely modify any of the GeoEye FCC Authorizations Licenses (other than proceedings to amend FCC rules of general applicability). Except as set forth in Section 3.06 of the Disclosure Schedule, to Seller’s Knowledge after due inquiry by its FCC counsel and consultation by Seller with such counsel, there is not now issued any FCC order, judgment, decree, notice of violation, notice of apparent liability or outstanding order of forfeiture outstanding, nor is there any action, suit, notice of apparent liability, order of forfeiture, investigation or other proceeding pending or, to the Knowledge of GeoEye, or threatened, by or before the FCC, any order to show cause, letter of inquiry, notice of violation, notice of apparent liability, against the Stations or notice of forfeiture issued to FCC Licenses or against GeoEye, a GeoEye Subsidiary the Seller or the GeoEye FCC Authorizations except where the existence of such order, letter or notice, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effect. (iii) GeoEye and each GeoEye Subsidiary is in material compliance with all any of the terms of Companies with respect to the GeoEye Stations or FCC Authorizations, and has complied Licenses. The Stations are operating in compliance in all material respects with the FCC Licenses, the Communications Act of 1934, as amended (the “Communications Act”), and the rules, regulations and policies of the FCC. Except as set forth in Section 3.06 of the Disclosure Schedule, to Seller’s Knowledge, there are no matters relating to Seller, any of the Companies or any Station that might reasonably be expected to result in the FCC’s denial or delay of approval of the FCC Applications. (b) Except as set forth in Section 3.06 of the Disclosure Schedule, each Company has been assigned a channel by the FCC for the provision of pre-transition digital television (“DTV”) service, and the FCC Licenses include such authorization. Except as set forth in Section 3.06 of the Disclosure Schedule, each of the Stations is broadcasting a DTV signal on its pre-transition DTV channel under a construction permit, license or special temporary authorization, each of which is included in the FCC Licenses. Except as set forth in Section 3.06 of the Disclosure Schedule, each Station is in compliance with the FCC’s rules, policies and deadlines concerning construction of DTV facilities, and, except as set forth in Section 3.06 of the Disclosure Schedule, each Station is broadcasting a DTV signal in accordance with such authorization in all material respects and is in compliance in all material respects with the FCC’s build-out and operational requirements for digital television. Except as set forth in Section 3.06 of the Disclosure Schedule, each Station’s election of a channel on which to provide DTV service following the end of the DTV transition has been approved by the FCC. Seller has not leased, licensed, assigned, conveyed or otherwise encumbered any Station’s digital spectrum or any portion thereof or granted rights to any party to broadcast on any Station’s digital spectrum or any portion thereof for the provision of any “ancillary or supplementary services” (as the term is defined by the Communications Act.) (c) As of the date of this Agreement the Stations are carried on MVPDs pursuant to the retransmission consent agreements set forth in Section 3.06 of the Disclosure Schedule; and Seller has made available to Purchaser true and complete copies of the retransmission consent agreements. Section 3.06 of the Disclosure Schedule contains a true and complete list of; (i) all MVPDs that to Seller’s Knowledge carry the signal of the Stations; (ii) all retransmission consent and/or copyright indemnification contracts entered into with any MVPD with respect to the Stations; (iii) all MVPDs to which each Station timely provided a must-carry notice or retransmission consent notice in accordance with the provisions of the Communications Act for the three year period commencing January 1, 2006, including in each case whether must-carry or retransmission consent status was elected; (iv) any MVPDs in any Station’s designated market area (“DMA”), as defined by Xxxxxxx, that, to Seller’s Knowledge, have more than 3,000 subscribers and do not carry such Station’s signal; (v) any modification to the geographic area in which a Station is eligible for must-carry or retransmission consent rights under FCC rules that, to Seller’s Knowledge, is pending with or has been approved by the FCC, including any appeals of such modification; and (vi) all notices received by the Companies or with respect to a Station from or in connection with a direct broadcast satellite (“DBS”) system relating to the intention of such DBS system to import into such Station’s DMA the signals of other stations that are “significantly viewed.” No MVPD has declined or refused to carry any Station inside of such Station’s DMA after written notice from any Company that carriage of such Station is required under either the Communications Act or a retransmission consent agreement or disputed the Station’s right to carriage pursuant to any must-carry election. (d) All material reports, filings, reports and disclosures filings required to be filed by GeoEye or a GeoEye Subsidiary with the FCC by each of the Companies with respect to the Stations have been timely filed. All such reports and filings are materially accurate and complete. GeoEye and each GeoEye Subsidiary has timely paid complete in all material respects. Each of the Companies maintain appropriate public inspection files at the Stations as required by the FCC’s rules, and in compliance in material respects with those rules. All FCC annual regulatory fees and other applicable material fees required assessed with respect to be paid by holders of such authorizationsthe FCC Licenses have been paid. (ive) No Person To Seller’s Knowledge, the antenna support structures used in connection with the operation of the Stations have been registered with the FCC, if registration is required, and comply with all other than GeoEye requirements of the FCC and the GeoEye Subsidiaries has or will have the right to control the use of all or any of the GeoEye FCC Authorizations, and GeoEye or a GeoEye Subsidiary is the sole legal and beneficial holder of each of the GeoEye FCC Authorizations. GeoEye and each GeoEye Subsidiary has complied with all FCC rules regarding transfer of control or changes in ownership (including intracompany reorganizations) of the GeoEye FCC Authorizations, except where the failure to comply, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse EffectFederal Aviation Administration. (v) Section 4.17(a)(v) of the GeoEye Disclosure Letter contains a complete list, as of the date of this Agreement, of all pending applications for FCC licenses and authorizations that would be GeoEye FCC Authorizations, if issued or granted, or for the modification, extension or renewal of any GeoEye FCC Authorizations. There is no pending or, to the Knowledge of GeoEye, threatened action by or before the FCC to reject or modify any pending application for FCC licenses and authorizations that would be GeoEye FCC Authorizations, if issued or granted, or for the modification, extension or renewal of any GeoEye FCC Authorizations.

FCC Licenses. Schedule 1.2 (a) lists (i) GeoEye or a GeoEye Subsidiary is all licenses, permits and ------------ ---------------- other authorizations (including all broadcast auxiliary licenses, construction permits and all grants of Special Temporary Authority ("STA")) issued by the valid holder of each FCC relating to the Cumulus Stations as of the FCC licenses date of this Agreement and authorizations listed and described in Section 4.17(a)(i) of the GeoEye Disclosure Letter (“GeoEye FCC Authorizations”). Such GeoEye FCC Authorizations constitute all of the FCC licenses, authorizations and approvals held by GeoEye and the GeoEye Subsidiaries, as well as all of the FCC licenses, authorizations and approvals otherwise required for the operation of the business of GeoEye and the GeoEye Subsidiaries as it is presently conducted, except where the failure to hold any such licenses, authorizations and approvals, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effect. The GeoEye FCC Authorizations are validly issued and in full force and effect. (ii) The GeoEye FCC Authorizations have not been revokedall licenses, suspended, canceled, rescinded permits or terminated, have not expired, and authorizations issued to CLC by any other governmental entities which are not subject material to any conditions the business or requirements that have not been imposed upon all earth-exploration satellite service or fixed-satellite service authorizations generally. Except as set forth in Section 4.17(a)(ii) operations of the GeoEye Disclosure Letter, there is no pending or, to the Knowledge of GeoEye, threatened action Cumulus Stations and held by or before the FCC to revoke, suspend, cancel, rescind or modify any of the GeoEye FCC Authorizations (other than proceedings to amend FCC rules of general applicability), and there is not now issued or outstanding or pending or, to the Knowledge of GeoEye, threatened, by or before the FCC, any order to show cause, letter of inquiry, notice of violation, notice of apparent liability, or notice of forfeiture issued to or against GeoEye, a GeoEye Subsidiary or the GeoEye FCC Authorizations except where the existence of such order, letter or notice, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effect. (iii) GeoEye and each GeoEye Subsidiary is in material compliance with all of the terms of the GeoEye FCC Authorizations, and has complied in all material respects with the Communications Act. All material reports, filings, and disclosures required to be filed by GeoEye or a GeoEye Subsidiary with the FCC have been timely filed. All such reports and filings are materially accurate and complete. GeoEye and each GeoEye Subsidiary has timely paid all material FCC regulatory fees and other applicable material fees required to be paid by holders of such authorizations. (iv) No Person other than GeoEye and the GeoEye Subsidiaries has or will have the right to control the use of all or any of the GeoEye FCC Authorizations, and GeoEye or a GeoEye Subsidiary is the sole legal and beneficial holder of each of the GeoEye FCC Authorizations. GeoEye and each GeoEye Subsidiary has complied with all FCC rules regarding transfer of control or changes in ownership (including intracompany reorganizations) of the GeoEye FCC Authorizations, except where the failure to comply, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effect. (v) Section 4.17(a)(v) of the GeoEye Disclosure Letter contains a complete list, CLC as of the date of this Agreement. Such licenses, of permits and authorizations, and all pending applications for FCC licenses and authorizations that would be GeoEye FCC Authorizations, if issued or granted, or for the modification, extension or renewal thereof or for new licenses, permits, permissions or authorizations applicable to the business or operations of any GeoEye the Cumulus Stations are collectively referred to herein as the Cumulus FCC AuthorizationsLicenses (as further defined in Section 1.2(a)), each of which is in full force and effect. There is To Cumulus' Knowledge (defined below), the Cumulus Stations have been operated in all material respects in accordance with the terms of the Cumulus FCC Licenses. All towers and other structures used in the operation of the Cumulus Stations or the Cumulus Stations Assets or located on the Cumulus Real Property are obstruction marked and lighted to the extent required by, and in accordance with the rules and regulations of the Federal Aviation Administration (the "FAA"), the FCC and other governmental entities. Appropriate notifications to the FAA and registrations with the FCC have been filed for such towers where required. Except for proceedings affecting the radio broadcast industry generally, there are no proceedings pending or, to the Knowledge of GeoEyeCumulus' Knowledge, threatened action with respect to Cumulus' ownership or operation of the Cumulus Stations which reasonably may be expected to result in the revocation, material adverse modification, non-renewal or suspension of any of the Cumulus FCC Licenses, the denial of any pending applications for the Cumulus FCC Licenses, the issuance against Cumulus of any cease and desist order, or the imposition of any administrative actions by or before the FCC or any other governmental entity with respect to reject or modify any pending application for the Cumulus FCC licenses and authorizations that would be GeoEye FCC Authorizations, if issued or grantedLicenses, or which reasonably may be expected to adversely affect the Cumulus Stations' ability to operate as currently operated or NextMedia's ability to obtain assignment of the Cumulus FCC Licenses. Except as set out in Schedule 1.2(a) --------------- hereto, and with the exception of such temporary reduced power operations as are necessary for routine maintenance, the modificationCumulus Stations operates (A) in conformity with the Cumulus FCC Licenses and (B) within the operating power tolerances specified in 47 C.F.R. (S)73.1560(b) and 47 C.F.R. (S)73.1560(a)(1). To Cumulus' Knowledge, extension no other broadcast Stations or renewal radio communications facility is causing interference to the Cumulus Stations' transmissions beyond that which is allowed by FCC rules and regulations. Cumulus has all necessary authority to use the call signs set forth on Schedule 1.2 (a). For purposes of any GeoEye FCC Authorizations---------------- this Agreement, "Knowledge" means that the applicable representation or warranty is deemed to have been made following due inquiry of appropriate officers and directors and records and investigation of publicly available records.

FCC Licenses. Except as set forth on Schedule 1.1(a): (a) Seller is the holder of the FCC Licenses described on Schedule 1.1(a), which include all of the material licenses, permits, authorizations and registrations of any federal, state or local governmental authority required for or otherwise material to the present operation of the Stations. Those Stations identified as “satellite” Stations on Schedule 1.1(a) either (i) GeoEye or have been granted a GeoEye Subsidiary is waiver of the valid holder FCC’s multiple ownership rules pursuant to Note 5 of each Section 73.3555 of the FCC licenses and authorizations listed and described in Section 4.17(a)(iRules or (ii) may operate as “satellite” Stations without waiver of the GeoEye Disclosure Letter rules, regulations and policies of the FCC (the “GeoEye FCC AuthorizationsRules”). Such GeoEye The FCC Authorizations constitute all of the FCC licenses, authorizations and approvals held by GeoEye and the GeoEye Subsidiaries, as well as all of the FCC licenses, authorizations and approvals otherwise required for the operation of the business of GeoEye and the GeoEye Subsidiaries as it is presently conducted, except where the failure to hold any such licenses, authorizations and approvals, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effect. The GeoEye FCC Authorizations Licenses are validly issued and in full force and effect. (ii) The GeoEye FCC Authorizations effect and have not been revoked, suspended, canceled, rescinded or terminated, terminated and have not expired, and are . There is not subject to pending any conditions or requirements that have not been imposed upon all earth-exploration satellite service or fixed-satellite service authorizations generally. Except as set forth in Section 4.17(a)(ii) of the GeoEye Disclosure Letter, there is no pending or, to the Knowledge of GeoEye, threatened action Action by or before the FCC to revoke, suspend, cancel, rescind or materially adversely modify any of the GeoEye FCC Authorizations Licenses (other than proceedings to amend FCC rules of general applicability), and there . There is not now issued or outstanding or pending or, to the Knowledge of GeoEye, threatenedoutstanding, by or before the FCC, any order to show cause, letter of inquiry, notice of violation, notice of apparent liability, or notice order of forfeiture issued to against the Stations or against GeoEye, a GeoEye Subsidiary or Seller with respect to the GeoEye FCC Authorizations except where the existence of such order, letter or notice, individually or in the aggregate, has not had and would not Stations that could reasonably be expected to result in any such action. Except as set forth in Schedule 1.1(a), the FCC Licenses have a GeoEye Material Adverse Effect. (iii) GeoEye been issued for the full terms customarily issued by the FCC for each class of Station, and each GeoEye Subsidiary is in material compliance with all the FCC Licenses are not subject to any condition except for those conditions appearing on the face of the terms FCC Licenses and conditions generally applicable to each class of the GeoEye FCC Authorizations, and has complied Station. The Stations are operating in compliance in all material respects with the FCC Licenses, the Communications Act of 1934, as amended (the “Communications Act. All material reports, filings”), and disclosures required to be filed by GeoEye or a GeoEye Subsidiary with the FCC have been timely filedRules (collectively, the “Communications Laws”). All such reports and filings Except as set forth in Schedule 1.1(a), there are materially accurate and complete. GeoEye and each GeoEye Subsidiary has timely paid all material FCC regulatory fees and other applicable material fees required no matters relating to be paid by holders of such authorizations. (iv) No Person other than GeoEye and the GeoEye Subsidiaries has or will have the right to control the use of all or any of the GeoEye FCC Authorizations, and GeoEye or a GeoEye Subsidiary is the sole legal and beneficial holder of each of the GeoEye FCC Authorizations. GeoEye and each GeoEye Subsidiary has complied with all FCC rules regarding transfer of control or changes in ownership (including intracompany reorganizations) of the GeoEye FCC Authorizations, except where the failure to comply, individually or in the aggregate, has not had and would not Seller that might reasonably be expected to have a GeoEye Material Adverse Effect. (v) Section 4.17(a)(v) result in the FCC’s denial or material delay of approval of the GeoEye Disclosure Letter contains a complete list, as of the date of this Agreement, of all pending applications for FCC licenses and authorizations that would be GeoEye FCC Authorizations, if issued or granted, or for the modification, extension or renewal of any GeoEye FCC Authorizations. There is no pending or, to the Knowledge of GeoEye, threatened action by or before the FCC to reject or modify any pending application for FCC licenses and authorizations that would be GeoEye FCC Authorizations, if issued or granted, or for the modification, extension or renewal of any GeoEye FCC AuthorizationsApplication.