1 EXHIBIT 2.48 ASSET PURCHASE AGREEMENT

1
EXHIBIT 2.48

ASSET PURCHASE AGREEMENT

BY AND BETWEEN

ZAPIS COMMUNICATIONS CORPORATION

AND

CHANCELLOR MEDIA CORPORATION OF LOS ANGELES

AS OF AUGUST 11, 1998

2
TABLE OF CONTENTS

Page
----

ARTICLE 1
PURCHASE OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Transfer of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Excluded Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE 2
ASSUMPTION OF OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . 5
2.1 Assumption of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.2 Retained Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE 3
CONSIDERATION . . . . . . . . . . . . . . . . . . . . . . . . 7
3.1 Delivery of Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.2 Allocation of Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.3 Allocations and Prorations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE 4
CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.1 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE 5
GOVERNMENTAL CONSENTS . . . . . . . . . . . . . . . . . . . . . . 9
5.1 FCC Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.2 FCC Applications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF SELLER . . . . . . . . . . . . . . . . . . 10
6.1 Representations and Warranties of Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
6.1.1 Organization, Good Standing, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . 10
6.1.2 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
6.1.3 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
6.1.4 Absence of Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . 11
6.1.5 Compliance with Applicable Laws, FCC Matters . . . . . . . . . . . . . . . . . . . 12
6.1.6 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6.1.7 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6.1.8 Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

6.1.9 Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
6.1.10 Liens and Encumbrances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
6.1.11 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
6.1.12 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
6.1.13 Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
6.1.14 Certain Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6.1.15 ERISA Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6.1.16 Labor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
6.1.17 Patents, Trademarks, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
6.1.18 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . 20
6.1.19 Commission or Finder's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
6.1.20 Full Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
6.1.21 Seller's Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
6.1.22 Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
6.1.23 Barter Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
6.1.24 Interest in Competitors, Suppliers and Customers . . . . . . . . . . . . . . . . . 22

ARTICLE 7
REPRESENTATIONS AND WARRANTIES OF BUYER . . . . . . . . . . . . . . . . . . 22
7.1 Representations and Warranties of Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
7.1.1 Organization and Standing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
7.1.2 Authorization and Binding Obligation . . . . . . . . . . . . . . . . . . . . . . . 22
7.1.3 Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
7.1.4 Absence of Conflicting Agreements or Required Consents . . . . . . . . . . . . . . 23
7.1.5 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
7.1.6 Commission or Finder's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
7.1.7 Full Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE 8
COVENANTS OF SELLER . . . . . . . . . . . . . . . . . . . . . . . 24
8.1 Seller Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
8.1.1 Conduct Prior to the Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
8.1.2 Access . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
8.1.3 Satisfaction of Conditions; Closing . . . . . . . . . . . . . . . . . . . . . . . . 26
8.1.4 Sale of Acquired Assets; Negotiations . . . . . . . . . . . . . . . . . . . . . . . 27
8.1.5 No Inconsistent Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
8.1.6 Notification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
8.1.7 FCC Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
8.1.8 Updating of Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

8.1.9 Response to Certain Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
8.1.10 Barter and Trade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
8.1.11 Interim Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
8.1.12 Estoppel Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
8.1.13 Transfer of Employees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
8.1.14 Termination of Management Agreement . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE 9
COVENANTS OF BUYER . . . . . . . . . . . . . . . . . . . . . . . 29
9.1 Buyer Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
9.1.1 Notification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
9.1.2 No Inconsistent Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
9.1.3 Post-Closing Access . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
9.1.4 Satisfaction of Conditions; Closing . . . . . . . . . . . . . . . . . . . . . . . . 30
9.1.5 Response to Certain Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
9.1.6 Accrued Vacation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
9.1.7 Other Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE 10
JOINT COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . 31
10.1 FCC Applications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
10.2 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
10.3 Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
10.4 Bulk Sales Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
10.5 Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
10.6 Xxxx-Xxxxx-Xxxxxx . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
10.7 Employee Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
10.8 Condition of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
10.9 Warn Act Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

ARTICLE 11
CONDITIONS OF CLOSING BY BUYER . . . . . . . . . . . . . . . . . . . . 34
11.1 Representations, Warranties and Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
11.2 Compliance with Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
11.3 Third Party Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
11.4 Closing Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
11.5 Governmental Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
11.6 Adverse Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
11.7 Closing Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
11.8 Consulting, Confidentiality and Noncompetition Agreement . . . . . . . . . . . . . . . . . . . . 35

iii

11.9 Noncompetition Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
11.10 Indemnification and Escrow Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
11.11 Release of Encumbrances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
11.12 Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
11.13 Xxxxxxx Money Letter of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
11.14 No Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
11.15 1445 Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
11.16 Other Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
11.17 Termination of Management Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE 12
CONDITIONS OF CLOSING BY SELLER . . . . . . . . . . . . . . . . . . . . 36
12.1 Representations, Warranties and Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
12.2 Compliance with Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
12.3 Certifications, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
12.4 Governmental Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
12.5 Adverse Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
12.6 Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
12.7 Closing Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
12.8 Indemnification and Escrow Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE 13
TRANSFER TAXES; FEES AND EXPENSES . . . . . . . . . . . . . . . . . . . 37
13.1 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
13.2 Transfer Taxes and Similar Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
13.3 Governmental Filing or Grant Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

ARTICLE 14
LIQUIDATED DAMAGES, SPECIFIC PERFORMANCE, LETTER OF CREDIT . . . . . . . . . . . . . 38
14.1 Liquidated Damages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
14.2 Specific Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
14.3 Letter of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

ARTICLE 15
TERMINATION RIGHTS . . . . . . . . . . . . . . . . . . . . . . . 39
15.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

ARTICLE 16
RISK OF LOSS . . . . . . . . . . . . . . . . . . . . . . . . . 41
16.1 Risk of Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

ARTICLE 17
MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . 42
17.1 Survival of Representations and Warranties; Remedy for Breach . . . . . . . . . . . . . . . . . 42
17.2 Certain Interpretive Matters and Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 43
17.3 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
17.4 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
17.5 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
17.6 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
17.7 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
17.8 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
17.9 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
17.10 Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
17.11 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
17.12 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
17.13 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
17.14 No Third-Party Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
17.15 Equitable Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
17.16 Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

7
SCHEDULES

Schedule 1.1.1 - Station Licenses
Schedule 1.1.2 - Personal Property
Schedule 1.1.3 - Contracts
Schedule 1.1.4 - Intellectual Property
Schedule 1.1.7 - Owned Real Estate
Schedule 1.1.8 - Leased Real Estate
Schedule 1.2.8 - Excluded Assets
Schedule 6.1.3 - Financial Statements
Schedule 6.1.4 - Undisclosed Liabilities
Schedule 6.1.5 - Noncompliance with Communications Act and the FCC
Schedule 6.1.6 - Litigation (Seller)
Schedule 6.1.7 - Insurance
Schedule 6.1.10 - Permitted Liens
Schedule 6.1.11 - Environmental Matters
Schedule 6.1.12 - Tax Matters
Schedule 6.1.13 - Personnel
Schedule 6.1.14 - Necessary Contracts
Schedule 6.1.15 - ERISA Matters
Schedule 6.1.16 - Labor Matters
Schedule 6.1.23 - Barter Arrangements
Schedule 6.1.24 - Interest in Competitors, Suppliers and Customers
Schedule 7.1.4 - Consents
Schedule 9.1.5 - Certain Actions

EXHIBITS

Exhibit A - Indemnification and Escrow Agreement
Exhibit B-1 - Consulting, Confidentiality and Noncompetition Agreement
Exhibit B-2 - Noncompetition Agreement
Exhibit C-1 - Opinion of Xxxxx X. Xxxxxxx & Associates
Exhibit C-2 - Opinion of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP
Exhibit D - Opinion of Weil, Gotshal & Xxxxxx LLP
Exhibit E - Xxxxxxx Money Escrow Agreement

8
DEFINED TERMS

Defined Terms Section
------------- -------

Account Receivable Amount . . . . . . . . . . . . . . . . . . . . . 3.1
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.2
Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preamble
Assumed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . 2.1
Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preamble
Cash Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.1
Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1
Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.2
Communications Act . . . . . . . . . . . . . . . . . . . . . . . . 6.1.5
Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1.3
Xxxxxxx Money Escrow Agent . . . . . . . . . . . . . . . . . . . . 14.3
Xxxxxxx Money Letter of Credit . . . . . . . . . . . . . . . . . . 14.3
Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . 3.1
Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . 6.1.15
Employee List . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.7
Environmental Costs and Liabilities . . . . . . . . . . . . . . . . 6.1.11(f)
Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . 6.1.11(f)
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1.15
ERISA Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1.15
Excepted Representations . . . . . . . . . . . . . . . . . . . . . 17.1
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.4
Excluded Assets . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
FAA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1.5(b)
FCC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1.1
FCC Applications . . . . . . . . . . . . . . . . . . . . . . . . . 5.2
FCC Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.1
Final Order . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1
FTC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.6
GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1.3
Governmental Entity . . . . . . . . . . . . . . . . . . . . . . . . 6.1.2
Hazardous Substances . . . . . . . . . . . . . . . . . . . . . . . 6.1.11(d)
HSR Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1.2
Indemnification and Escrow Agreement . . . . . . . . . . . . . . . 3.1
Independent Auditor . . . . . . . . . . . . . . . . . . . . . . . . 3.3.2
Independent Group Acquisition . . . . . . . . . . . . . . . . . . . Recitals

vii

Defined Terms Section
------------- -------

Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . 1.1.4
Leased Real Estate . . . . . . . . . . . . . . . . . . . . . . . . 1.1.8
Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1.10
Material Adverse Effect . . . . . . . . . . . . . . . . . . . . . . 6.1.1
May 1998 Balance Sheet . . . . . . . . . . . . . . . . . . . . . . 6.1.4
Other Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . Recitals
Owned Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . 1.1.7
Permitted Liens . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1.10
Predecessor . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1.11(a)
Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . 3.1
Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1.8
Retained Liabilities . . . . . . . . . . . . . . . . . . . . . . . 2.2
Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . 17.4
Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preamble
Seller's Financial Statements . . . . . . . . . . . . . . . . . . . 6.1.3
Specified Event . . . . . . . . . . . . . . . . . . . . . . . . . . 16.1(b)
Station Management . . . . . . . . . . . . . . . . . . . . . . . . 6.1.13
Station . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recitals
Station Assets . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
Station Licenses . . . . . . . . . . . . . . . . . . . . . . . . . 1.1.1
Studies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.8
Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1.12(g)
Tax Return . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1.12(g)
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1.12(g)
Trade Agreements . . . . . . . . . . . . . . . . . . . . . . . . . 1.1.3
Wincom Acquisition . . . . . . . . . . . . . . . . . . . . . . . . Recitals
Zebra Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . Recitals

viii

10
ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), made as of August
11, 1998, is by and between Zapis Communications Corporation, an Ohio
corporation ("Seller"), and Chancellor Media Corporation of Los Angeles, a
Delaware corporation ("Buyer").

WITNESSETH:

WHEREAS, Seller owns certain assets, which are used in connection with
the operation of radio station WZAK 93.1 FM in Cleveland, Ohio (the "Station");
and

WHEREAS, contemporaneously herewith, Buyer shall enter into (a) a
Stock Purchase Agreement with ML Media Partners L.P. to purchase all of the
stock of Wincom Broadcasting Corporation which (through a wholly-owned
subsidiary) operates radio station WQAL 104.1 FM in Cleveland, Ohio (the
"Wincom Acquisition"), (b) an Asset Purchase Agreement with Independent Group
Limited Partnership to purchase substantially all of the assets used in
connection with the operation of radio stations WDOK 102.1 FM and WRMR 850 AM
in Cleveland, Ohio (the "Independent Group Acquisition") and (c) a Stock
Purchase Agreement with the other signatories thereto to purchase all of the
stock of Young Ones, Inc. and Zebra Broadcasting Corporation ("Zebra") which
operates radio stations WZJM 92.3 FM and WJMO 1490 AM in Cleveland Heights,
Ohio (the "Zebra Acquisition," and together with the Wincom Acquisition and the
Independent Group Acquisition, the "Other Acquisitions"); and

WHEREAS, Seller desires to sell the Station, and Buyer desires to
purchase substantially all of the assets of Seller used in connection with the
operation of the Station in accordance with the terms and conditions set forth
in this Agreement;

NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements hereinafter set forth, the parties hereto,
intending to be legally bound hereby agree as follows:

ARTICLE 1
PURCHASE OF ASSETS

1.1 Transfer of Assets. On the terms and subject to the
conditions hereof, as of the Closing (as defined in Section 4.1), Seller shall
assign, transfer, convey and deliver to
11
Buyer and Buyer shall acquire and assume from Seller, all of the right, title
and interest of Seller in and to all of the following assets, properties,
interests and rights of Seller except for the Excluded Assets (as defined in
Section 1.2) (collectively the "Station Assets") free and clear of all Liens
(as defined in Section 6.1.10) other than Permitted Liens (as defined in
Section 6.1.10):

1.1.1 All of Seller's rights in and to the licenses, permits
and other authorizations issued to Seller by any governmental authority,
including those issued by the Federal Communications Commission (the "FCC")
(hereafter referred to as the "Station Licenses"), used in connection with the
operation of the Station, along with renewals or modifications of such items
between the date hereof and the Closing, including but not limited to those
listed in Schedule 1.1.1 hereto;

1.1.2 All equipment, office furniture and fixtures, office
materials and supplies, inventory, spare parts and all other tangible personal
property of every kind and description, and Seller's rights therein, owned,
leased or held by Seller and used in connection with the operations of the
Station, including but not limited to those items described or listed in
Schedule 1.1.2 hereto, together with any replacements thereof, improvements or
additions thereto made between the date hereof and the Closing, and less any
retirements or dispositions thereof made between the date hereof and the
Closing in the ordinary course of business of Seller consistent with past
practices;

1.1.3 All of Seller's rights in and under those contracts,
agreements, leases and legally binding contractual rights of any kind, written
or oral, relating to the operation of the Station listed in Schedule 1.1.3
hereto and (i) those contracts entered into by Seller between the date hereof
and the Closing in the ordinary course of business of Seller consistent with
past practices, subject to Section 1.2.4 and Section 8.1.1 hereto; (ii) all
contracts for the sale of advertising time for cash, subject to Section 8.1.1
hereto; and (iii) all contracts for consideration other than cash, such as
merchandise, services or promotional consideration ("Trade Agreements"),
subject to Section 8.1.1 hereto consistent with past practices (collectively,
"Contracts");

1.1.4 All of Seller's rights in and to all call letters,
trademarks, trade names, service marks, franchises, copyrights, Internet domain
names, including registrations and applications for registration of any of
them, computer software programs and programming material of whatever form or
nature, jingles, slogans, the Station's logos and all other logos or licenses
to use same and all other intangible property rights of Seller, which are used
in connection with the operation of the Station, including but not limited to
those listed in

2
12
Schedule 1.1.4 hereto (collectively, the "Intellectual Property") together with
any associated goodwill and any additions thereto between the date hereof and
the Closing;

1.1.5 All of Seller's rights in and to all the files,
documents, records, and books of account relating to the operation of the
Station or to the Station Assets, including, without limitation, each Station's
public files, programming information and studies, technical information and
engineering data, news and advertising studies or consulting reports, marketing
and demographic data, sales correspondence, lists of advertisers, promotional
materials, credit and sales reports and filings with the FCC, originals of all
written Contracts to be assigned hereunder, logs, software programs and books
and records relating to personnel, financial, accounting, operation and
technical matters;

1.1.6 All of Seller's rights under manufacturers' and
vendors' warranties relating to items included in the Station Assets and all
similar rights against third parties relating to items included in the Station
Assets;

1.1.7 All real property owned by Seller together with all
appurtenant easements thereunto and all structures, fixtures and improvements
located thereon used in connection with the Station operations as more fully
described in Schedule 1.1.7 hereto, together with any additions thereto between
the date hereof and the Closing ("Owned Real Estate");

1.1.8 All rights and interests of Seller under any and all of
the leases of real property used in connection with the Station operations (the
"Leased Real Estate," and together with the Owned Real Estate, the "Real
Estate") which Leased Real Estate is identified and described in Schedule
1.1.8;

1.1.9 All accounts receivable of Seller subject to Section
1.2.10;

1.1.10 All such other assets, properties, interests and
rights owned by Seller that are used in connection with the business and
operation of the Station or that are located as of the Closing Date on the Real
Estate, except Excluded Assets; and

1.1.11 All of Seller's rights in and to all causes of action,
including, without limitation, for any past infringement of any of the
Intellectual Property.

1.2 Excluded Assets. Notwithstanding anything to the contrary
contained herein, it is expressly understood and agreed that the Station Assets
shall not include the following assets or any right, title or interest therein
(the "Excluded Assets"):

3
13
1.2.1 All cash, marketable securities, and cash equivalents
of Seller on hand and/or in banks;

1.2.2 All notes receivable of Seller;

1.2.3 All tangible and intangible personal property of Seller
disposed of or consumed in the ordinary course of business of Seller consistent
with past practices between the date hereof and the Closing Date, as permitted
hereunder;

1.2.4 All Contracts that have terminated or expired on or
prior to the Closing in the ordinary course of business of Seller;

1.2.5 Seller's corporate seals, minute books, charter
documents, corporate stock record books and such other books and records as
pertain to the organization, existence, share capitalization of Seller and
duplicate copies of such financial records as are necessary to enable Seller to
file their Tax Returns (as defined in Section 6.1.12(g))and reports as well as
any other records or materials relating to Seller generally;

1.2.6 Contracts of insurance and all insurance proceeds
arising or related to the Station Assets to the extent such proceeds (a) relate
to expenditures which were made by Seller prior to the Closing or (b) relate to
expenditures which Seller remains obligated to make after the Closing;

1.2.7 The Employee Benefit Plans (as defined in Section
6.1.15) and the assets thereof;

1.2.8 Those specific assets identified on the Excluded Assets
Schedule attached to this Agreement as Schedule 1.2.8; and

1.2.9 All Tax (as defined in Section 6.1.12(h)) refunds
relating to all periods prior to the Closing.

1.2.10 All amounts due and owing (including any accounts
receivable or notes receivable) from Seller's affiliates, including, without
limitation, Zebra, The Park Lane Group, Inc. ("Parklane") and their respective
shareholders.

4
14
ARTICLE 2
ASSUMPTION OF OBLIGATIONS

2.1 Assumption of Obligations. Subject to the provisions of this
Section 2.1 and Section 2.2, on the Closing Date (as defined in Section 4.1),
Buyer shall assume the obligations of Seller arising or to be performed after
the Closing Date under the Contracts referred to in Section 1.1.3 hereto in
effect as of the Closing and all other liabilities and obligations that arise
from the ownership or operation of the Station Assets after the Closing. All
of the foregoing liabilities and obligations shall be referred to herein
collectively as the "Assumed Liabilities."

2.2 Retained Liabilities. Notwithstanding anything contained in
this Agreement to the contrary, Buyer does not assume or agree to pay, satisfy,
discharge or perform, and will not be deemed by virtue of the execution and
delivery of this Agreement or any document delivered at the execution of this
Agreement, or as a result of the consummation of the transactions contemplated
by this Agreement, to have assumed, or to have agreed to pay, satisfy,
discharge or perform, any liability or obligation of the Seller other than the
Assumed Liabilities, including, without limitation, any of the following
liabilities or obligations of the Seller (the "Retained Liabilities"):

(a) all obligations or liabilities of Seller or any
predecessor or Affiliate (as defined in Section 17.2) of Seller which
in any way relate to or arise out of any of the Excluded Assets;

(b) other than Taxes expressly allocated pursuant to
other provisions of this Agreement, Tax liabilities of any and all
kinds (federal, state, local, and foreign) of Seller including,
without limitation, any liabilities for Taxes on or measured by
income, liabilities for withheld federal and state income Taxes and
employee F.I.C.A. (Federal Insurance Contribution Act) or employer
F.I.C.A., and liabilities for income Taxes arising as a result of the
transfer of the Station Assets or otherwise by virtue of the
consummation of the transactions contemplated hereby;

(c) except for the lease with 2501 St. Clair, Inc. listed
on Schedule 1.1.8, all liabilities or obligations of Seller owed to
Seller's Affiliates, including without limitation, Zebra, Parklane and
their respective shareholders;

(d) all liabilities or obligations of Seller for borrowed
money or for interest on such borrowed money;

5
15
(e) all liabilities or obligations arising out of any
breach by Seller or any predecessor or Affiliate of any of the terms
or conditions of any provision of any Contract;

(f) all liabilities and obligations of Seller or any
predecessor or Affiliate of Seller resulting from, caused by or
arising out of, any violation of law;

(g) any claims, liabilities, and obligations of Seller as
an employer, including, without limitation, liabilities for wages,
supplemental unemployment benefits, vacation benefits (except as
otherwise provided in Section 9.1.6), severance benefits, retirement
benefits, COBRA benefits, FMLA benefits, WARN obligations and
liabilities, or any other employee benefits, withholding Tax
liabilities, workers' compensation, or unemployment compensation
benefits or premiums, hospitalization or medical claims, occupational
disease or disability claims, or other claims attributable in whole or
in part to employment or termination by Seller or arising out of any
labor matter involving Seller as an employer, and any claims,
liabilities and obligations arising from or relating to the Employee
Benefit Plans;

(h) Any claims, liabilities, losses, damages, or expenses
relating to any litigation, proceeding, or investigation of any nature
arising out of the operations of the Station prior to or as of the
Closing including, without limitation, any claims against or any
liabilities for injury to or death of persons or damage to or
destruction of property, any workers' compensation claims, and any
warranty claims;

(i) Except as provided in Section 3.3, any accounts
payable, other indebtedness, obligations or accrued liabilities of
Seller;

(j) Any claims, liabilities, losses, damages, expenses or
obligations resulting from the failure to comply with or imposed
pursuant to any Environmental Law (as defined in Section 6.1.11(f)) or
resulting from the use, presence, generation, storage, treatment,
transportation, handling, disposal, emission or release of Hazardous
Substances (as hereinafter defined in Section 6.1.11 hereof), solid
wastes, and gaseous matters by Seller and by any other person in
relation to Seller or the Station to the extent related to, arising
from or otherwise attributable to acts or omissions prior to or
conditions existing as of the Closing, including, without limitation,
any liability or obligation for cleaning up waste disposal sites from
or related to acts or omissions prior to or as of the Closing; and

6
16
(k) Any fees and expenses incurred by Seller in
connection with negotiating, preparing, closing, and carrying out this
Agreement and the transactions contemplated by this Agreement,
including, without limitation, the fees and expenses of Seller's
attorneys, accountants, consultants and brokers.

ARTICLE 3
CONSIDERATION

3.1 Delivery of Consideration. In exchange for the Station
Assets, in addition to the assumption of the Assumed Liabilities, Buyer shall,
subject to Articles 11 and 12 hereof, at the Closing (as defined in Section
4.1) deliver to Seller the sum of (a) Ninety Three Million Seven Hundred and
Fifty Thousand ($93,750,000), plus (b) an amount (the "Account Receivable
Amount") equal to the accounts receivable of Seller as of 12:01 a.m. of the
Closing Date (the "Effective Time"), net of an allowance for uncollectible
accounts established in accordance with GAAP (as defined in Section 6.1.3
hereof) determined as of the Effective Time consistent with the Company's past
accounting practices and policies during the fiscal year ended December 31,
1996 in which Seller was audited by Xxxxx & Company (subject to adjustment as
set forth in this Agreement, the "Purchase Price") by wire transfer of
immediately available funds; provided that a portion of the Purchase Price
equal to $2,727,200 will be paid by Buyer into escrow pursuant to the terms of
the Indemnification and Escrow Agreement among Buyer, Seller and Key Trust
Company of Ohio, N.A., as escrow agent, attached hereto as Exhibit A (the
"Indemnification and Escrow Agreement"). The Accounts Receivable Amount paid
at Closing shall be based on a good faith estimate which is mutually agreed
upon by Buyer and Seller and shall be adjusted post-Closing, if necessary, in
conjunction with the final allocation and proration provided for in Section
3.3.2.

3.2 Allocation of Consideration. Buyer and Seller agree that the
Purchase Price (including the amount of the Assumed Liabilities) will be
allocated among the Station Assets prior to the Closing Date by mutual
agreement between Buyer and Seller, and Buyer and Seller agree to be bound by
such allocation. Such allocation may be adjusted if necessary as a result of
an adjustment pursuant to Section 3.3.2. Such allocation shall comply with
Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and
Treasury Regulations promulgated thereunder. Subject to the requirements of
applicable Tax law, all Tax Returns and reports including, without limitation,
Form 8594, filed by Buyer and Seller shall be prepared consistently with such
allocation and neither Buyer nor Seller shall take a position contrary thereto.
Any disputes regarding the allocation of the Purchase Price (including the
amount of the Assumed Liabilities) shall be referred for resolution to BIA, and
the fees and expenses of BIA shall be borne equally by Buyer and Seller.

7
17
3.3 Allocations and Prorations.

3.3.1 The operation of the Station and the income and
expenses attributable thereto through the Effective Time shall be for the
account of Seller and thereafter shall be for the account of Buyer. Expenses
for goods and services received both before and after the Effective Time,
utilities charges, ad valorem, real estate, property and other Taxes (other
than income Taxes, which shall be Seller's sole responsibility for all taxable
periods ending prior to and including the Effective Time, and those Taxes
arising from the sale and transfer of the Station Assets, which, in the case of
transfer and other similar Taxes, shall be paid as set forth in Section 13.2),
income and expenses under the Contracts (other than Trade Agreements), prepaid
expenses, music and other license fees (including any retroactive adjustments
thereof), and rents and similar prepaid and deferred items shall be prorated
between Seller and Buyer in accordance with the foregoing. Notwithstanding the
foregoing, no proration shall be made with respect to any prepaid expense or
other deferred item unless Buyer will receive a benefit in respect of such
prepayment or deferral after the Effective Time. For purposes of this Section
3.3.1, ad valorem and other real estate Taxes shall be apportioned on the basis
of the Taxes assessed for the most recently-completed calendar year, with a
reapportionment as promptly as practicable after the Tax rates and real
property valuations for the calendar year in which the Closing occurs can be
ascertained. In addition, Buyer shall be entitled to a credit in this
proration process for the amount of any Taxes (or other governmental charges)
that are due and payable by Seller, but are being contested by Seller in good
faith in appropriate proceedings and are secured by Liens on the Station Assets
that have not been removed as of or before the Closing (but once such amounts
are finally determined, Buyer shall use such credit to remove such liens and
return to Seller the excess of (i) the amount of such credit minus (ii) the
amount of such Taxes or other governmental charges as finally determined, or
Seller shall pay to Buyer the deficiency, as appropriate).

3.3.2 Allocation and proration of the items set forth in
Subsection 3.3.1 above shall be made by Buyer and a statement thereof given to
Seller within thirty (30) days after the Closing Date. Seller shall give
written notice of any objection thereto within twenty (20) business days after
receipt of such statement, detailing the reason for such objection and stating
the amount of the proposed final allocation and proration and/or Account
Receivable Amount, as applicable. If a timely objection is made and the
parties cannot reach agreement within thirty (30) days after receipt of the
objection as to the amount of the final allocation and proration and/or Account
Receivable Amount, as applicable, the matter shall be referred to Ernst & Young
LLP (the "Independent Auditor") to resolve the matter, whose decision will be
final and binding on the parties, and whose fees and expenses shall be borne by
Buyer and Seller in accordance with the following: each party shall pay an
amount equal to the sum of all fees and expenses of the Independent Auditor on
a proportional basis taking

8
18
into account the amount of the net allocation and proration proposed by each of
Buyer and Seller and the amount of the final allocation and proration
determined by the Independent Auditor (for example, if Buyer proposed a payment
of $10 to Seller, Seller proposed a payment of $100, and the Independent
Auditor proposed a payment of $30, Buyer would pay 20/90ths of the Independent
Auditor's fees and Seller would pay 70/90ths of those fees based on the $90 in
dispute between the parties).

ARTICLE 4
CLOSING

4.1 Closing. The consummation of the transactions contemplated
herein (the "Closing") shall occur, except as otherwise mutually agreed upon by
Buyer and Seller (a) within ten (10) business days after the FCC Consents (as
hereinafter defined) to the assignment of the Station Licenses have become
Final Orders (as hereinafter defined) or (b) at such later date that all other
terms and conditions as set forth in Articles 11 and 12 have been satisfied, or
such other date as may be mutually agreed to by the parties ("Closing Date");
provided, however, that in no event shall the Closing occur prior to January 4,
1999. For purposes of the Agreement, "Final Order" means action by the FCC
consenting to the assignments contemplated by this Agreement which is not
reversed, stayed, enjoined, set aside, annulled or suspended, and with respect
to which action no timely request for stay, petition for rehearing, or
reconsideration, application for review or appeal is pending, and as to which
the time for filing any such request, petition or appeal or reconsideration by
the FCC on its own motion has expired. The Closing shall be held in the
offices of Benesch, Friedlander, Xxxxxx & Xxxxxxx, LLP, 2300 BP America
Building, Cleveland, Ohio, or at such place as the parties hereto may agree.

ARTICLE 5
GOVERNMENTAL CONSENTS

5.1 FCC Consent. It is specifically understood and agreed by
Buyer and Seller that the Closing and the assignment of the Station Licenses
and the transfer of the Station Assets are expressly conditioned on and are
subject to the prior consent and approval of the FCC ("FCC Consents").

5.2 FCC Applications. Within ten (10) business days after the
execution of this Agreement or such earlier time as shall be agreed to by all
of the parties hereto, Buyer and Seller shall file applications with the FCC
for the FCC Consents ("FCC Applications").

9
19
ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF SELLER

6.1 Representations and Warranties of Seller. Seller represents
and warrants to the Buyer the following:

6.1.1 Organization, Good Standing, Etc. (a) Seller is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Ohio, has all requisite corporate power and authority to
own, lease and operate its properties and to carry on its business as now being
conducted and is duly qualified to do business in each jurisdiction in which
the nature of its business or the ownership or leasing of its properties makes
such qualification necessary, other than in such jurisdictions where the
failure to so qualify has not had and would not reasonably be expected to have
a material adverse effect on the Station Assets, the Assumed Liabilities or the
business of the Station, or on Seller's ability to consummate the transactions
contemplated by this Agreement (a "Material Adverse Effect").

(b) Seller has all requisite corporate power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by Seller
and the consummation of the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate action on the part of Seller.
This Agreement has been duly executed and delivered by Seller and constitutes
the legal, valid and binding obligation of Seller, enforceable against it in
accordance with its terms.

6.1.2 Authority. Assuming the consents identified by this
Section 6.1.2 and Section 6.1.14 are obtained, neither the execution and
delivery of this Agreement nor the consummation of the transactions
contemplated hereby by Seller (i) violate, conflict with or result in any
breach of any provision of the articles of incorporation and code of
regulations of Seller, (ii) violate, conflict with or will result in a
violation or breach of, or constitute a default (with or without due notice or
lapse of time or both) under, or permit the termination of, or will result in
the acceleration of, or entitle any party to accelerate (whether as a result of
the sale of the Station Assets or otherwise) any obligation, or result in the
loss of any benefit, or give rise to the creation of any lien, charge, security
interest or encumbrance upon any of the properties or assets of Seller or any
of its subsidiaries under any of the terms, conditions or provisions of any
loan or credit agreement, note, bond, mortgage, indenture or deed of trust, or
any license, lease, agreement or other instrument or obligation to which any of
them are a party or by which they or any of their properties or assets may be
bound or affected, or (iii) violate any order, writ, judgment, injunction,
decree, statute,

10
20
rule or regulation, of any court, administrative agency or commission or other
governmental authority or instrumentality (a "Governmental Entity") applicable
to Seller or any of its respective properties or assets, except for those
violations that individually or in the aggregate could not reasonably be
expected to have a Material Adverse Effect. No consent, approval, order or
authorization of, or registration, declaration or filing with, any Governmental
Entity is required by or with respect to Seller in connection with the
execution, and delivery of this Agreement by Seller or the consummation by
Seller of the transactions contemplated hereby, except for (i) the filing of a
premerger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), and the expiration of the
applicable waiting period thereunder, and (ii) the FCC Consents.

6.1.3 Financial Statements. Attached as Schedule 6.1.3 are
copies of the Station's (a) audited balance sheet at December 31, 1996 and the
related statements of income and cash flow for the fiscal year then ended, with
an audit report thereon issued by Xxxxx & Company, (b) balance sheet at
December 31, 1997 and the related statements of income and cash flow for the
fiscal year then ended, which has been reviewed by Xxxxx & Company; and (c)
internally prepared balance sheets at May 31, 1997 and 1998, and the related
statement of income for the periods then ended (such financial statements
collectively being referred to as the "Seller's Financial Statements"). Except
as set forth on Schedule 6.1.3, the Seller's Financial Statements were prepared
in accordance with generally accepted accounting principles applied on a
consistent basis throughout the periods covered thereby ("GAAP") and present
fairly, in all material respects, the financial position, results of operations
and changes in cash flow (only as to the Station's financial statements for the
years ended December 31, 1996 and 1997 as described in clauses (a) and (b)
above) of the Seller as of such dates and for the periods then ended (subject
to the absence of notes and to normal, recurring adjustments that would not be
material in the aggregate), other than Trade Agreements.

6.1.4 Absence of Undisclosed Liabilities. Except as set
forth on Schedule 6.1.4 hereto, there are no material liabilities of Seller of
any kind whatsoever with respect to the Station (whether absolute, accrued,
contingent or otherwise, and whether due or to become due) that are required to
be reflected on, or disclosed in the notes to, a consolidated balance sheet of
Seller prepared in accordance with GAAP, other than liabilities and obligations
(a) provided for or reserved against in the Seller's internally prepared
balance sheet at May 31, 1998 described in Section 6.1.3 (the "May 1998 Balance
Sheet") or reflected in the notes thereto or (b) arising after May 31, 1998, in
the ordinary course of business and consistent with past practices and which
individually or in the aggregate have not had and could not reasonably be
expected to have a Material Adverse Effect.

11
21
6.1.5 Compliance with Applicable Laws, FCC Matters. (a)
Except as permitted or contemplated hereby, the operations of the Station have
been and now are being conducted in compliance in all material respects with
the Station Licenses, each law, ordinance, regulation, judgment, decree,
injunction, rule or order of the FCC or any other Governmental Entity binding
on Seller, the Station or its respective properties or assets. No
investigation or review by any Governmental Entity with respect to Seller or
the Station is pending or, to the Seller's knowledge, is threatened. Without
limiting the generality of the foregoing, Seller has complied in all material
respects with the Communications Act of 1934, as amended (the "Communications
Act"), all rules, regulations and written policies of the FCC thereunder, all
obligations with respect to equal opportunity under applicable law and the
FCC's policy on exposure to radio frequency radiation applicable to the
Station. No renewal of any Station License would constitute a major
environmental action under the rules of the FCC. Access to the Station's
transmission facilities are restricted in accordance with the policies of the
FCC. In addition, Seller has duly and timely filed, or caused to be filed,
with the appropriate Governmental Entities all reports, statements, documents,
registrations, filings or submissions with respect to the operations of the
Station and the ownership thereof, including, without limitation, applications
for renewal of authority required by applicable law to be filed. All such
filings complied in all material respects with applicable laws when made and,
to the Seller's knowledge, no deficiencies have been asserted with respect to
any such filings. All of the material required by 47 C.F.R. Section 73.3526
to be kept in the public inspection files of the Station is in such files.
Except as disclosed on Schedule 6.1.5, Seller has no knowledge of any fact or
circumstance relating to Seller or the Station arising from noncompliance with
the Communications Act, or the rules, regulations or written policies of the
FCC in effect on the date of this Agreement that could reasonably be expected
to (i) disqualify the Seller from assigning the Station Licenses to the Buyer
or (ii) prevent or delay the consummation by them of the transactions
contemplated by this Agreement.

(b) Schedule 1.1.1 lists (i) all licenses, permits and
other authorizations (including all STL licenses and construction permits)
issued to Seller by the FCC relating to the Station and held by it as of the
date of this Agreement and (ii) all licenses, permits, or authorizations issued
to Seller by any other Governmental Entities which are material to the
operations of the Station and held by it as of the date of this Agreement.
Such licenses, permits and authorizations, and all applications for
modification, extension or renewal thereof or for new licenses, permits,
permissions or authorizations that would be material to the operations of the
Station, are collectively referred to herein as the Station Licenses (as
further defined in Section 1.1.1), each of which is in full force and effect.
All towers and other structures used in the operation of the Station or located
on the 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 Commission and

12
22
other federal, state and local authorities. 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 Seller's knowledge,
threatened with respect to Seller's ownership or operation of the Station which
reasonably may be expected to result in the revocation, material adverse
modification, non-renewal or suspension of any of the Station Licenses, the
denial of any pending applications for Station Licenses, the issuance against
Seller of any cease and desist order, or the imposition of any administrative
actions by the FCC or any other Governmental Entity with respect to the Station
Licenses, or which reasonably may be expected to adversely affect the Station's
ability to operate as currently operated or Buyer's ability to obtain
assignment of the Station Licenses. With the exception of such temporary
reduced power operations as are necessary for routine maintenance, the Station
operates (i) in conformity with Station Licenses; and (ii) within the operating
power tolerances specified in 47 C.F.R. Section 73.1560(b). No other
broadcast station or radio communications facility is causing interference to
the Station's transmissions beyond that which is allowed by FCC rules and
regulations. Seller has all necessary authority to use the call signs set
forth on Schedule 1.1.1.

6.1.6 Litigation. Except as disclosed on Schedule 6.1.6,
there are no actions, suits, inquiries, judicial or administrative proceedings,
or arbitrations pending or, to the knowledge of Seller, threatened against
Seller or any of its respective properties or assets by or before any
arbitrator or Governmental Entity nor are there any investigations relating to
Seller or any of its respective properties or assets pending or, to the
knowledge of Seller, threatened by or before any arbitrator or Governmental
Entity that has had or that reasonably could be expected to have a Material
Adverse Effect. There are no material judgments, decrees, injunctions, or
orders of any Governmental Entity or arbitrator outstanding against Seller or
any of its respective properties or assets. There is no action, suit, inquiry,
judicial or administrative proceeding pending or, to the knowledge of Seller,
threatened against Seller by a third party relating to the transactions
contemplated by this Agreement.

6.1.7 Insurance. Schedule 6.1.7 sets forth a list of all
fire, liability and other forms of insurance and all fidelity bonds held by or
applicable to the Station setting forth in respect of each such policy the
policy name, policy number, carrier, term, type of coverage and annual premium,
each of which is in full force and effect on the date hereof, valid and
enforceable in accordance with its terms and in amounts which are adequate in
relation to the business and assets of Seller and the Station. To Seller's
knowledge, no event has occurred, including, without limitation, the failure by
Seller to give any notice or information, or the delivery of any inaccurate or
erroneous notice or information, which limits or impairs the

13
23
rights of Seller under any such insurance policies. Seller shall keep
comparable policies of insurance in effect for acts, omissions and events
occurring on or prior to the Closing Date.

6.1.8 Real Estate. (a) Seller has, and upon Closing,
Buyer will have, good and marketable title to the Owned Real Estate and, except
as set forth on Schedule 1.1.8, valid leaseholds in the Leased Real Estate,
free and clear of any Liens except for the Permitted Liens. The buildings (or
portions thereof), improvements and fixtures that are included in the Real
Estate are suitable for their intended use. Seller owns, or has a valid right
to use adequate routes of ingress and egress to, from and over all of the Real
Estate necessary to operate the Station. The Real Estate has adequate water
supply, sewage and waste disposal facilities, is connected to and served by
telephone, gas, electricity and other utility equipment facilities and services
necessary for the operation or use of the Real Estate. Such facilities and
services are adequate for the present use and operation of the Real Estate on a
fully occupied basis, and are installed and connected pursuant to valid
material permits and are in material compliance with all material governmental
regulations. To Seller's knowledge, no fact or condition exists which would
result in the termination or impairment of the furnishing of utility services
to the Real Estate. Schedule 1.1.7 lists the street address and/or legal
descriptions of the Owned Real Estate and Schedule 1.1.8 lists the street
addresses and/or legal descriptions of the Leased Real Estate. All real estate
Taxes, assessments and use charges pertaining to the Owned Real Estate that
have become due have been paid in full.

(b) The Real Estate, any improvements thereon, and the
use by Seller thereof, conform in all material respects, to (i) all applicable
laws, including but not limited to zoning requirements and the Americans With
Disabilities Act, and (ii) all restrictive covenants, if any. There are no
eminent domain proceedings pending, or to Seller's knowledge, threatened
against the Real Estate. All material improvements (i) have been constructed
in a good and workmanlike manner, free, in all material respects, from defects
in workmanship and material, and (ii) have been constructed, occupied,
maintained and operated in material compliance with all applicable laws,
insurance requirements, contracts, leases, permits, licenses, ordinances,
restrictions, building set-back lines, covenants, reservations, and easements,
and Seller has received no notice, written or verbal, claiming any material
violation of any of the same or requesting or requiring the performance of any
material repairs, alterations or other work in order to so comply. Other than
Permitted Liens, no improvement on any of the Real Estate encroaches upon any
adjacent real property of any other person or entity. The heating, air
conditioning, plumbing, ventilating, utility, sprinkler and other mechanical
and electrical systems, apparatus and appliances located on the Real Estate or
in the improvements are in good operating condition (normal wear and tear
excepted), free from material defects in workmanship and material.

14
24
6.1.9 Personal Property. Schedule 1.1.2 hereto contains a
list of all material tangible personal property and assets owned or held by
Seller and used in the conduct of the business and operations of the Station
(other than Real Estate, which is addressed in the foregoing Section 6.1.8).
Except as disclosed in Schedule 1.1.2, Seller owns and will have on the Closing
Date, and upon Closing Buyer will own and will have, good and marketable title
to all property referred to in the immediately preceding sentence and none of
such property is, or at the Closing will be, subject to any Liens other than
Permitted Liens. The tangible personal property and fixtures owned or used by
Seller necessary for the operation of the Station, are, in all material
respects, in good operating condition (subject to normal wear and tear) and are
sufficient to permit the conduct of the business of the Station in material
compliance with FCC rules and regulations. Seller owns or holds under valid
leases, all of the tangible personal property and fixtures necessary to conduct
the business of the Station as presently conducted. The Station Assets to be
transferred hereunder constitute all of the assets, rights and properties that
are required for the operation of the Station as they are now conducted.

6.1.10 Liens and Encumbrances. All of the Station Assets
are free and clear of all liens, pledges, claims, security interests,
restrictions, mortgages, tenancies and other possessory interests, conditional
sale or other title retention agreements, assessments, easements, rights of
way, covenants, restrictions, rights of first refusal, defects in title,
encroachments and other burdens, options or encumbrances of any kind
(collectively, "Liens") except (a) statutory Liens securing payments not yet
delinquent or the validity of which are being contested in good faith by
appropriate actions, (b) purchase money Liens arising in the ordinary course,
(c) Liens for Taxes not yet delinquent, (d) Liens securing indebtedness, all of
which Liens will be discharged at the Closing upon repayment by Seller of all
amounts due and owing, (e) Liens which in the aggregate do not materially
detract from the value or materially impair the present and continued use of
the properties or assets subject thereto in the usual and normal conduct of the
business of the Station, (f) Liens on leases arising from the provisions of
such leases, (g) zoning ordinances and (h) any other permitted exceptions
listed on Schedule 6.1.10 hereto (the Liens referred to in clauses (a) through
(h) being "Permitted Liens").

6.1.11 Environmental Matters.

On the date of this Agreement, except as disclosed on Schedule 6.1.11:

15
25
(a) The Station and any and all Real Estate is, and to
Seller's actual knowledge with respect to any predecessor or prior
owner, operator or lessee (each a "Predecessor") has been, in
compliance, in all material respects, with all Environmental Laws
(defined in Section 6.1.11(f));

(b) No judicial or administrative proceedings are pending
or, to the knowledge of Seller threatened against Seller, relating to
any of the Real Estate, alleging the violation of or seeking to impose
liability on Seller pursuant to any Environmental Law. Seller has not
received any written notice or claim or other written communication
from any Governmental Entity or other person alleging the violation of
or liability under any Environmental Laws in connection with any of
the Real Estate or operations thereon;

(c) There are no facts, circumstances or conditions
associated with the Real Estate or the operations thereon known to
Seller that could reasonably be expected to give rise to a material
environmental claim against the Station or the owner or operator
thereof or result in the Station or the owners or operators thereof
incurring material Environmental Costs and Liabilities (as defined in
subsection (f) below);

(d) All substances, materials or waste that are regulated
by federal, state or local government under the Environmental Laws as
hazardous, toxic or a pollutant or contaminant as well as any
petroleum or petroleum derived product (collectively, "Hazardous
Substances"), used or generated by Seller or to Seller's actual
knowledge, by any Predecessor in connection with the Real Estate, have
been stored, used, treated, and disposed of by such persons or on
their behalf in such manner as not to result in any material
Environmental Costs or Liabilities;

(e) There are not now, nor have there been in the past,
on, in or under any Real Estate when owned, leased or operated by
Seller or, to Seller's knowledge, when owned, leased or operated by
any Predecessor, any of the following: (i) underground storage tanks,
above-ground storage tanks, dikes or impoundments containing Hazardous
Substances, (ii) asbestos containing materials, (iii) polychlorinated
biphenyls or related compounds (other than those labeled and
maintained in accordance with applicable Environmental Laws) in
amounts or concentrations regulated under the Environmental Laws or
(iv) radioactive substances in amounts or concentrations regulated
under the Environmental Laws; and

16
26
(f) For purposes of this section, the following terms
have the following meanings: "Environmental Laws" shall mean all
applicable federal, state and local laws, statutes, codes, rules,
regulations, common law or other legal requirements relating to the
environment, natural resources, and public or employee health and
safety; "Environmental Costs and Liabilities" means any losses,
including environmental remediation costs, liabilities, obligations,
damages, fines, penalties or judgments, arising from or under any
Environmental Law or order of or agreement with any Governmental
Entity or other person.

6.1.12 Taxes. (a) All Tax Returns (as defined in subsection
(h) below) that are required to be filed on or before the execution of this
Agreement by Seller have been duly filed on a timely basis under the statutes,
rules and regulations of each jurisdiction in which such Tax Returns are
required to be filed and Seller will file or will cause to be duly filed, all
Tax Returns required to be filed by Seller as of the Closing Date and with
respect to any taxable period prior to or which includes the Closing Date. All
such Tax Returns are (or will be) complete and accurate in all respects.
Except as set forth on Schedule 6.1.12, all Taxes, whether or not reflected on
the Tax Returns, which are due with respect to Seller and any Affiliates have
been timely paid by Seller, and/or any such Affiliates, whether or not such
Taxes are disputed. For the purposes of this Section 6.1.12, Affiliates shall
mean any entity that files a consolidated Tax Return with Seller.

(b) No claim for assessment or collection of Taxes has
been asserted against Seller or any Affiliates. Neither Seller nor its
Affiliates are a party to any pending audit, action, proceeding or
investigation by any Governmental Entity for the assessment or collection of
Taxes nor do Seller or any of its Affiliates have knowledge of any threatened
audit, action, proceeding or investigation.

(c) Neither Seller nor its Affiliates have waived or
extended any statutes of limitation for the assessment or collection of Taxes.
No claim has ever been made by a Governmental Entity in a jurisdiction where
Seller or any of its Affiliates do not currently file Tax Returns that it is or
may be subject to taxation by that jurisdiction nor is Seller or any of its
Affiliates aware that any such assertion of jurisdiction is pending or
threatened. No Liens, other than Permitted Liens (whether filed or arising by
operation of law), have been imposed upon or asserted against any of the
Station Assets as a result of or in connection with any failure, or alleged
failure to pay any Tax.

(d) Seller has withheld and paid all Taxes required to be
withheld in connection with any amounts paid or owing to any employee,
creditor, independent contractor or other third party.

17
27
(e) Seller is not a foreign person within the meaning of
Section 1445 of the Code.

(f) The performance of the transactions contemplated
hereby will not (either alone or upon the occurrence of any additional or
subsequent event) result in any payment that would constitute an "excess
parachute payment" within the meaning of Section 280G of the Code.

(g) None of the Station Assets is (i) "tax-exempt use"
property within the meaning of Section 168(h) of the Code, (ii) required to be
treated as owned by another person pursuant to the provisions of Section
168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect
immediately prior to the enactment of the Tax Reform Act of 1986, (iii) "tax
exempt bond financed property" within the meaning of Section 168(g) of the Code
or (iv) "limited use property" (as that term is used in Rev. Proc. 76-30).

(h) For purposes of this Agreement, the terms "Tax" and
"Taxes" shall mean all federal, state, local, or foreign taxes, assessments,
duties, levies or similar charges of any kind including, without limitation,
all income, payroll, Medicare, withholding, unemployment insurance, social
security, sales, use, service, service use, leasing, leasing use, excise,
franchise, gross receipts, value added, alternative or add-on minimum,
estimated, occupation, real and personal property, stamp, duty, transfer,
workers' compensation, severance, windfall profits, environmental (including
Taxes under Section 59A of the Code), other Tax, charge, fee, levy or
assessment of the same or of a similar nature, including any interest, penalty,
or addition thereto' whether disputed or not. The term "Tax Return" means any
return, declaration, report, claim for refund, or information return or
statement relating to Taxes or any amendment thereto, and including any
schedule or attachment thereto.

(i) Alternative Procedure. Buyer and Seller agree that,
pursuant to the "Alternative Procedure" provided in section 5 of Revenue
Procedure 96-60, 1996-2 C.B. 399, (i) Buyer and Seller will report on a
predecessor/successor basis as set forth therein, (ii) Seller will be relieved
from filing a Form W-2 with respect to any employee of Seller who accepts
employment with Buyer and (iii) Buyer will undertake to file (or cause to be
filed) a Form W-2 for each such employee for the year that includes the Closing
Date (including the portion of such year that such employee was employed by
Seller). Seller agrees to provide Buyer with all payroll and
employment-related information with respect to each employee of Seller who
accepts employment with Buyer.

18
28
6.1.13 Personnel. Attached as Schedule 6.1.13 is a complete
and correct list as of the date of this Agreement of the names, positions, and
location of all employees or other station and broadcast personnel (whether
employees or independent contractors) of the Station, which sets forth the
current salaries of all such employees and the other compensation arrangements
with all General Managers, Station Managers, General Sales Managers, Local
Sales Managers, National Sales Managers, Program Directors, Business Managers
and Traffic Managers (collectively, "Station Management") and all on-the-air
broadcast personnel of the Station and indicates which of those employees,
Station Management or on-the-air broadcast personnel is a party to an
employment or consulting or similar contract with Seller that is not terminable
upon not more than 60 days notice without additional cost to Seller.

6.1.14 Certain Agreements. Except as set forth in Schedule
6.1.14, the Contracts are the only contractual agreements necessary to carry
out the business and operations of the Station as currently conducted. Each
Contract (as identified on Schedule 1.1.3) is a valid and binding obligation of
Seller and is in full force and effect and, to the knowledge of Seller, each
other party to such Contract with respect to the Station, has performed in all
material respects the obligations required to be performed by it and is not
(with or without lapse of time or the giving of notice, or both) in material
breach or default thereunder. Schedule 1.1.3 identifies, as to each Contract,
whether the consent of the other party thereto is required in order for such
Contract to continue in full force and effect upon the consummation of the
transactions contemplated hereby. There has not been (i) any threatened
cancellation of any material Contracts, (ii) any outstanding disputes, of a
material nature, under any material Contracts or (iii) to the Seller's
knowledge, any bases for any claim of breach or default thereunder. Seller has
no knowledge that any of the material Contracts that are renewable will not be
renewed by the other party on commercially reasonable terms.

6.1.15 ERISA Compliance. Neither Seller nor any other
trades or businesses under common control, or which is treated as a single
employer with Seller under Sections 414(b),(c),(m) or (o) of the Code
(collectively, the "ERISA Group") has contributed or been obligated to
contribute to any "multi employer plan" as such term is defined in Section
3(37) or Section 4001(a)(3) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA") except as disclosed on Schedule 6.1.15. Schedule
6.1.15 lists all "employee benefit plans" within the meaning of Section 3(3) of
ERISA and bonus, pension, profit sharing, deferred compensation, incentive
compensation, stock ownership, stock purchase, stock option, phantom stock,
retirement, vacation, severance, disability, death benefit, hospitalization,
salary continuation, educational assistance, club memberships, company car
(other than those provided to employees pursuant to employment agreements

19
29
listed on Schedule 1.1.3 hereto), insurance or other plan or arrangement or
understanding providing benefits to any present or former employee or
contractor of the Station maintained by Seller or as to which Seller (with
respect to such individuals) has any liability or obligation (collectively,
"Employee Benefit Plans").

6.1.16 Labor. Seller has not agreed to recognize any union
or other collective bargaining unit, nor has any union or other collective
bargaining unit been certified as representing any of its employees. Except as
disclosed on Schedule 6.1.16, since June 30, 1995, Seller (a) is and has been
in compliance, in all material respects, with all applicable laws regarding
employment and employment practices, terms and conditions of employment, wages
and hours, and plant closing, occupational safety and health and workers'
compensation and is not engaged, nor has it engaged, in any unfair labor
practices, (b) has no, and has not had any unfair labor practice charges or
complaints pending or, to the Seller's knowledge, threatened against it before
the National Labor Relations Board, (c) has no and has not had any grievances
pending or, to Seller's knowledge, threatened against it and (d) has no, and
has not had any charges pending or, to Seller's knowledge, threatened against
it before the Equal Employment Opportunity Commission or any state or local
agency responsible for the prevention of unlawful employment practices. There
is no labor strike, slowdown, work stoppage or lockout actually pending or, to
the knowledge of Seller, threatened against or affecting the Station. To
Seller's knowledge, no union organizational campaign or representation petition
is currently pending with respect to the employees of Seller.

6.1.17 Patents, Trademarks, Etc. Schedule 1.1.4 sets forth
all call letters, patents, patent applications, trademarks, trade names,
Internet domain names, service marks, trade secrets, applied for, issued, owned
or used, copyrights and other proprietary Intellectual Property used in the
operation of the Station (whether owned, leased or licensed by Seller). Seller
has, and upon the Closing Buyer will have, good and marketable title to the
material Intellectual Property owned by it, free and clear of any Liens except
for Permitted Liens and except for any infringement claims by third parties of
which Seller is not aware. Seller has not received any notice of any claimed
conflict, violation or infringement of such Intellectual Property rights, and
to the Seller's knowledge, none of such Intellectual Property rights are being
infringed by any third party. To Seller's knowledge, the operation of Seller's
business does not infringe on the intellectual property rights of any other
person.

6.1.18 Absence of Certain Changes or Events. Except as
contemplated or expressly permitted by this Agreement, since December 31, 1997
there has not been (a) any material damage, destruction or loss of any kind
with respect to the Station not covered by valid and collectible insurance,
nor, to Seller's knowledge, has there been any event or

20
30
circumstance which has had or reasonably could be expected to have a Material
Adverse Effect; (b) the execution of any agreement with any Station Management
or broadcast personnel (whether an employee or independent contractor)
providing for his/her employment, or any increase in compensation or severance
or termination of benefits payable or to become payable by Seller to any
officer, Station Management, or broadcast personnel (whether an employee or
independent contractor), or any increase in benefits under any collective
bargaining agreement, except as to all of the foregoing in this clause (b), in
the ordinary course of business consistent with prior practices and except as
permitted by Section 8.1.1 or (c) any change by Seller in its financial or Tax
accounting principles or methods, except insofar as required by GAAP,
applicable law or circumstances which did not exist as of the date of the
December 31, 1997 balance sheet included in the Seller's Financial Statements.

6.1.19 Commission or Finder's Fees. Neither Seller nor any
entity acting on behalf of Seller has agreed to pay a commission, finder's fee
or similar payment to any person or entity in connection with this Agreement or
any matter related hereto.

6.1.20 Full Disclosure. No representation or warranty by
Seller contained in this Agreement (including the Schedules hereto) or in any
certificate furnished pursuant to this Agreement contains or will contain any
untrue statement of a material fact, or omits or will omit to state any
material fact necessary, in light of the circumstances under which it was or
will be made, in order to make the statements herein or therein not misleading.

6.1.21 Seller's Financial Condition. No insolvency
proceedings of any character, including, without limitation, bankruptcy,
receivership, reorganization, composition or arrangement with creditors,
voluntary or involuntary, affecting Seller or any of its respective assets or
properties are pending, or to the Seller's knowledge, threatened, and Seller
has made no assignment for the benefit of creditors, nor taken any action with
a view to, or which would constitute a basis for, the institution of any such
insolvency proceedings. Seller shall use the proceeds received under this
Agreement to pay or to make appropriate provision for the payment of any and
all creditors of Seller prior to making any distribution to its shareholders.

6.1.22 Books and Records. The books, records and accounts
of Seller maintained with respect to the Station, accurately and fairly
reflect, in reasonable detail, in all material respects, the transactions and
the assets and liabilities of Seller. Seller has not engaged in any
transaction, maintained any bank account or used any of the funds of Seller

21
31
except for transactions, bank accounts and funds which have been and are
reflected, in all material respects, in the normally maintained books and
records of the Station.

6.1.23 Barter Arrangements. Schedule 6.1.23 accurately
describes all barter, trade or similar arrangements for the sale of advertising
for other than cash and all Trade Agreements relating to the operation of the
Station which are outstanding as of July 29, 1998. With respect to the
Station, all advertising time sold under barter, trade or similar arrangements
for other than cash or under Trade Agreements may be, preempted by advertising
time that is sold for cash. All barter, trade or similar arrangements for the
sale of advertising time for other than cash and all Trade Agreements have been
entered into in the ordinary course consistent with past practices.

6.1.24 Interest in Competitors, Suppliers and Customers.
Except as set forth on Schedule 6.1.24 hereto, neither Seller nor any officer,
director or Affiliate of Seller has any ownership interest in any competitor,
supplier, customer or other service provider of Seller or any property used in
the operation of the business of Seller.

ARTICLE 7
REPRESENTATIONS AND WARRANTIES OF BUYER

7.1 Representations and Warranties of Buyer. Buyer represents and
warrants to Seller the following:

7.1.1 Organization and Standing. Buyer is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware, and has all requisite corporate power and authority to own,
lease and operate its properties and to carry on its business as now being
conducted and is duly qualified to do business in each jurisdiction in which
the nature of its business or the ownership or leasing of its properties makes
such qualification necessary, other than in such jurisdictions where the
failure to so qualify has not had and would not reasonably be expected to have
a material adverse effect on the assets, or the business of Buyer, or on
Buyer's ability to consummate the transactions contemplated by this Agreement.

7.1.2 Authorization and Binding Obligation. Buyer has all
requisite corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. Buyer's execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly and validly authorized by all necessary
corporate action on the part of Buyer and constitutes the legal, valid and
binding obligation of Buyer, enforceable against it in accordance with its
terms.

22
32
7.1.3 Qualification. To Buyer's knowledge, there is no
fact, allegation, condition, or circumstance that could reasonably be expected
to prevent the prompt grant of the FCC Consents. Buyer knows of no fact that
would, under the Communications Act, or the rules, regulations and policies of
the FCC, disqualify Buyer from becoming the licensee of the Station or, as of
the date hereof, otherwise require Buyer to obtain a waiver of any FCC rule,
regulation or policy in order to obtain the FCC Consents. There are no
proceedings, complaints, notices of forfeiture, claims, or investigations
pending or, to the knowledge of Buyer, threatened against any or in respect of
any of the broadcast stations licensed to Buyer or its Affiliates that would
materially impair the qualifications of Buyer to become a licensee of the
Station or delay the FCC's processing of the FCC Applications.

7.1.4 Absence of Conflicting Agreements or Required
Consents. Except as set forth in Schedule 7.1.4 hereof, the execution and
delivery of this Agreement, and the consummation of the transactions
contemplated hereby by Buyer: (a) do not violate, conflict with or result in
any breach of any provision of the charter or bylaws of Buyer; (b) violate,
conflict with or will result in a violation or breach of, or constitute a
default (with or without due notice or lapse of time or both) under, or permit
the termination of, or will result in the acceleration of, or entitle any party
to accelerate (whether as a result of the sale of the Station Assets or
otherwise) any obligation, or result in the loss of any benefit, or give rise
to the creation of any lien, charge, security interest or encumbrance upon any
of the properties or assets of Buyer or any its subsidiaries under any of the
terms, conditions or provisions of any loan or credit agreement, note, bond,
mortgage, indenture or deed of trust, or any license, lease, agreement or other
instrument or obligation to which any of them are a party or by which they or
any of their properties or assets may be bound or affected, or (c) violate any
order, writ, judgment, injunction, decree, statute, rule or regulation of any
Governmental Entity applicable to Buyer or any of its respective properties or
assets, except for those violations that individually or in the aggregate could
not reasonably be expected to have a material adverse effect on Buyer's ability
to consummate the transactions contemplated by this Agreement.

7.1.5 Litigation. There are no actions, suits, inquiries,
judicial or administrative proceedings, or arbitrations pending or, to the
knowledge of Buyer, threatened against Buyer or any of its respective
properties or assets by or before any arbitrator or Governmental Entity nor are
there any investigations relating to Buyer or any of its respective properties
or assets pending or, to the knowledge of Buyer, threatened by or before any
arbitrator or Governmental Entity that has had or that reasonably could be
expected to have a material adverse effect on Buyer's ability to consummate the
transactions contemplated by this Agreement. There are no material judgments,
decrees, injunctions, or orders of any Governmental Entity or arbitrator
outstanding against Buyer or any of its

23
33
respective properties or assets that has had or that reasonably could be
expected to have a material adverse effect on Buyer's ability to consummate the
transactions contemplated by this Agreement. There is no action, suit,
inquiry, judicial or administrative proceeding pending or, to the knowledge of
Buyer, threatened against Buyer by a third party relating to the transactions
contemplated by this Agreement.

7.1.6 Commission or Finder's Fees. Neither Buyer nor any
entity acting on behalf of Buyer has agreed to pay a commission, finder's fee
or similar payment to any person or entity in connection with this Agreement or
any matter related hereto.

7.1.7 Full Disclosure. No representation or warranty by
Buyer contained in this Agreement (including the Disclosure Schedules hereto)
or in any certificate furnished pursuant to this Agreement contains or will
contain any untrue statement of a material fact, or omits or will omit to state
any material fact necessary, in light of the circumstances under which it was
or will be made, in order to make the statements herein or therein not
misleading.

ARTICLE 8
COVENANTS OF SELLER

8.1 Seller Covenants. Seller covenants and agrees with Buyer
that, pending Closing and except as otherwise agreed to in writing by Buyer:

8.1.1 Conduct Prior to the Closing. Seller shall:

(a) use commercially reasonable efforts to maintain its
present business organization, keep available the services of its
present employees and independent contractors, preserve its
relationships with its customers and others having business
relationships with it, and refrain from materially and adversely
changing any of its business policies (including but not limited to
advertising (including substantially the same amount of cash
expenditure), marketing, pricing, purchasing, personnel, sales, and
budget policies);

(b) maintain its books of account and records in the
usual and ordinary manner and in accordance with GAAP except as
otherwise provided in Section 6.1.3;

24
34
(c) notify Buyer if the regular broadcast transmission of
the Station from its main transmitting facilities at full authorized
effective radiated power is interrupted for a period of more than five
consecutive hours or for an aggregate of 10 or more hours in any
continuous three-day period;

(d) operate in the usual and ordinary course of business
in accordance with past practices and conduct its business in all
material respects in compliance with the terms of the Station Licenses
and all applicable laws, rules, and regulations, including, without
limitation, the applicable rules and regulations of the FCC through
the Closing Date;

(e) use, repair, and, if necessary, replace the Station's
studio and transmission assets in a reasonable manner consistent with
historical practice and maintain its assets in substantially their
current condition, ordinary wear and tear excepted;

(f) maintain insurance in conformity with Section 6.1.7
through the Closing Date;

(g) not knowingly incur any debts, obligations, or
liabilities (absolute, accrued, contingent, or otherwise) that include
obligations (monetary or otherwise) to be performed by Buyer after the
Closing that exceeds $50,000 individually or $150,000 in the
aggregate;

(h) not lease, mortgage, pledge, or subject to a lien,
claim, or encumbrance (other than Permitted Liens) any of the Station
Assets or sell or transfer any of the Station Assets without replacing
such Station Assets with an asset of substantially the same value and
utility;

(i) without the prior consent of Buyer, which consent
shall not be unreasonably withheld or delayed, (i) not modify or
extend any Contracts, other than Contracts for the sale of advertising
time for cash, or (ii) enter into any new Contract, other than
contracts for the sale of advertising time for cash, or other than
non-advertising Contracts obligating the Companies to provide payments
or benefits of less than $50,000 each over the life of the Contract
and $150,000 in the aggregate;

(j) except for stay bonuses paid or payable by Seller,
not make or grant any general wage or salary increase or generally
materially modify the employees' terms and conditions of employment,
other than in the ordinary course of business,

25
35
consistent with past practices, and with respect to any Station
Management and on-air personnel, Seller shall not make or grant any
wage or salary increase or modify any terms and conditions of
employment without the prior consent of Buyer;

(k) not make (i) any change in the accounting principles,
methods, or practices followed by it or depreciation or amortization
policies or rates or (ii) any change in any Tax election or settle any
Tax audit or controversy relating to the Station Assets;

(l) not make any loans or make any dividends or
distributions other than of Excluded Assets;

(m) other than in the ordinary course of business, not
cancel or compromise any debt or claim, or waive or release any right,
of material value (other than any of the foregoing that constitutes
Excluded Assets);

(n) not disclose to any person (other than Buyer and its
representatives) any confidential or proprietary information;

(o) use its commercially reasonable efforts to maintain
the present format of the Station and with programming consistent with
past practices;

(p) other than in the ordinary course of business, not
increase the number of regularly scheduled commercial units run during
the day-parts on the Station (other than changes in the number of
commercial units run during any day-part as a result of operating
difficulties that require commercial units to be broadcast at times
other than as scheduled); and

(q) agree to do any of the foregoing.

8.1.2 Access. Seller shall, or shall cause the Station, to
(a) give Buyer and Buyer's counsel, accountants, engineers and other
representatives, including environmental consultants, reasonable access during
normal business hours to all of Seller's properties, books, Contracts, Trade
Agreements, reports and records including financial information and Tax Returns
relating to the Station, and to all real estate, buildings and equipment
relating to the Station, in order that Buyer may have full opportunity to make
such investigation, including but not limited to, environmental assessments, as
it desires of the affairs of the Station and (b) furnish Buyer with
information, and copies of all documents and agreements including but not
limited to financial and operating data and other information concerning the

26
36
financial condition, results of operations and business of the Station, that
Buyer may reasonably request. The rights of Buyer under this Section shall not
be exercised in such a manner as to interfere unreasonably with the business of
the Station.

8.1.3 Satisfaction of Conditions; Closing. Seller shall
use all commercially reasonable efforts to conduct the business of the Station
in such a manner that on the Closing Date the representations and warranties of
Seller contained in this Agreement shall be true in all material respects as
though such representations and warranties were made on and as of such date.
Furthermore, Seller shall cooperate with Buyer and use all commercially
reasonable efforts to satisfy promptly all conditions required hereby to be
satisfied by Seller in order to expedite the consummation of the transactions
contemplated hereby.

8.1.4 Sale of Acquired Assets; Negotiations. Seller shall
not, and Seller shall cause its respective Affiliates, directors, officers,
employees, agents, representatives, legal counsel, and financial advisors not
to, (a) solicit, initiate, accept, consider, entertain or encourage the
submission of proposals or offers from any person or entity with respect to the
acquisition contemplated by this Agreement or any similar transaction wherein
such person or entity would directly or indirectly acquire all or any portion
of the Station Assets or ownership interests in Seller, or any merger,
consolidation, or business combination, directly or indirectly, with or for
Seller or all or substantially all of the Seller's business, or (b) participate
in any negotiations regarding, or, except as required by legal process
(including pursuant to discovery or agreements existing on the date hereof),
furnish to any person or entity (other than Buyer) to do or seek any of the
foregoing. Seller shall not enter into any agreement or consummate any
transactions that would interfere with the consummation of the transactions
contemplated by this Agreement. Seller shall promptly notify Buyer if it
receives any written inquiry, proposal or offer described in this Section 8.1.4
or any verbal inquiry, proposal or offer described in this Section 8.1.4 that
is competitive with the terms of the transactions contemplated by this
Agreement, and Seller shall inform such inquiring person or entity of the
existence of this Agreement and make such inquiring person or entity aware of
Seller's obligations under this Section 8.1.4. The notification under this
Section 8.1.4 shall include the identity of the person or entity making such
inquiry, offer, or other proposal, the terms thereof, and any other information
with respect thereto as Buyer may reasonably request. Seller shall not provide
any confidential information concerning its business or its properties or
assets to any third party other than in the ordinary course of the business and
consistent with prior practice. Seller has ceased and caused to be terminated
any existing activities, discussions or negotiations with any person or entity
conducted heretofore with respect to any of the foregoing.

27
37
8.1.5 No Inconsistent Action. Seller shall not take any
action which is materially inconsistent with its obligations under this
Agreement.

8.1.6 Notification. Seller shall promptly notify Buyer in
writing of (a) the failure of Seller or, to Seller's knowledge, any employee or
agent of Seller to comply with or satisfy in any material respect any covenant,
condition or agreement to be complied with hereunder; (b) the occurrence of any
event that would entitle Buyer to terminate this Agreement pursuant to Section
15.1; or (c) of any overt threat or actual resignation or termination of any
Station Management or over-the-air personnel at the Station prior to the
Closing.

8.1.7 FCC Reports. Seller shall file on a current basis
through the Closing Date all reports and documents required to be filed with
the FCC with respect to the Station Licenses. Copies of each such report and
document filed between the date hereof and the Closing Date shall be furnished
to Buyer promptly after its filing.

8.1.8 Updating of Information. Between the date of this
Agreement and the Closing Date, Seller will deliver to Buyer, on a monthly
basis within 30 days of the end of each month, information relating to the
operation of the Station, including weekly sales reports and such other
financial information that may be reasonably requested.

8.1.9 Response to Certain Actions. Seller agrees to
cooperate and use its commercially reasonable efforts to contest and resist any
action, including administrative or judicial action, and make reasonable
attempts to have vacated, lifted, reversed or overturned any decree, judgment,
injunction or other order, whether temporary, preliminary or permanent, that is
in effect and that restricts, prevents or prohibits the consummation of the
transactions contemplated by this Agreement.

8.1.10 Barter and Trade. Seller shall use its commercially
reasonable efforts to (a) reduce the total amount of advertising time owed for
other than cash and (b) if the value of Seller's obligations to provide goods
or services other than for cash (all of which obligations are Assumed
Liabilities) are greater than the value of goods or services contemplated to be
received by Seller other than for cash that are to be assigned to Buyer under
this Agreement, reduce such excess amount prior to the Closing; provided,
however, that in no event shall the Purchase Price be decreased as a result of
such remaining excess value existing as of the Closing. Any Trade Agreements
entered into after July 29, 1998 shall have been, or shall be, entered into
only in the ordinary course of Seller's business and consistent with past
practices.

28
38
8.1.11 Interim Financial Statements. Seller shall promptly
deliver to Buyer copies of any monthly, quarterly or annual financial
statements relating to the Station's operations that may be prepared by it
during the period from the date hereof through the Closing Date. Such
financial statements shall fairly present, in all material respects, the
financial position and results of operations of the Seller as at the dates and
for the periods indicated, and shall be prepared on a basis consistent and in
accordance with the basis upon which the financial statements in Section 6.1.3
were prepared.

8.1.12 Estoppel Certificates. If requested by Buyer within
30 days of the date of this Agreement, Seller shall use commercially reasonable
efforts to obtain from third parties the estoppel certificates, nondisturbance
agreements, and/or written clarifications of the rights of Buyer thereunder,
all in form and substance reasonably satisfactory to Buyer.

8.1.13 Transfer of Employees. Prior to Closing, Seller
shall cause all employees of Parklane, as so designated on Exhibit 2 to
Schedule 6.1.13, to become employees of Seller and cause any employment
contracts with respect to such employees to be assigned to Seller without any
further modification of such contracts.

8.1.14 Termination of Management Agreement. Seller shall
cause any agreements, arrangements or understandings with Parklane that relate
in any way to the Station, the Station Assets, or the Seller's employees to be
terminated and of no further force and effect as of the Closing. Seller agrees
that Buyer shall have no obligations or liabilities arising from or related to
such agreements, arrangements or understandings. In addition, Seller agrees to
cause that certain Management Agreement dated as of February 17, 1994, by and
between Seller and Zebra, and any successor agreements thereto (the "Management
Agreement") to be terminated and of no further force and effect as of the
Closing. Seller agrees that Buyer shall have no obligations or liabilities
arising from or related to the Management Agreement.

ARTICLE 9
COVENANTS OF BUYER

9.1 Buyer Covenants. Buyer covenants and agrees that, pending the
Closing and except as otherwise agreed to in writing by Seller:

9.1.1 Notification. Buyer shall promptly notify Seller in
writing of (a) any litigation, arbitration or administrative proceeding pending
or, to its knowledge, threatened against Buyer which challenges the
transactions contemplated hereby or (b) the failure of Buyer, or, to Buyer's
knowledge, any employee or agent of Buyer to comply with or satisfy

29
39
in any material respect any covenant, condition or agreement to be complied
with or satisfied by it hereunder and (c) the occurrence of any event that
would entitle Seller to terminate this Agreement pursuant to Sections 15.1.

9.1.2 No Inconsistent Action. Buyer shall not take any
action which is materially inconsistent with its obligations under this
Agreement.

9.1.3 Post-Closing Access. Buyer, for a period of seven
years following the Closing Date, shall make available during normal business
hours for audit and inspection by Seller and its representatives, for any
reasonable purpose and upon reasonable notice, all records, files, documents
and correspondence transferred to it hereunder relating to the pre-closing
period. During such seven-year period, Buyer shall at no time dispose of or
destroy any such records, files, documents and correspondence without giving 30
days prior notice to Seller to permit Seller, at its expense, to examine,
duplicate or take possession of and title to such records, files, documents and
correspondence. All information, records, files, documents and correspondence
made available or disclosed under this Section 9.1.3 shall be kept
confidential.

9.1.4 Satisfaction of Conditions; Closing. Buyer shall use
all commercially reasonable efforts to conduct its business in such a manner
that on the Closing Date the representations and warranties of Buyer contained
in the Agreement shall be true in all material respects as though such
representations and warranties were made on and as of such date. Furthermore,
Buyer shall cooperate with Seller and use all commercially reasonable efforts
to satisfy promptly all conditions required hereby to be satisfied by Buyer in
order to expedite the consummation of the transactions contemplated hereby.

9.1.5 Response to Certain Actions. Buyer agrees to
cooperate and use its commercially reasonable efforts to contest and resist any
action, including administrative or judicial action, and make reasonable
attempts to have vacated, lifted, reversed or overturned any decree, judgment,
injunction or other order, whether temporary, preliminary or permanent, that is
in effect and that restricts, prevents or prohibits the consummation of the
transactions contemplated by this Agreement and Buyer agrees to take the
actions described (under the circumstances so described) in Schedule 9.1.5.

9.1.6 Accrued Vacation. If an employee of Seller is hired
by Buyer as of the Closing and such employee has earned or accrued vacation
time since January 1, 1998 that is not subject to statutory payout by Seller,
Buyer shall recognize such earned or accrued vacation time and credit such
employee with such earned or accrued vacation time which shall be deemed an
Assumed Liability; provided, however, that Buyer is not obligated and

30
40
shall not recognize or credit employee with any vacation time accrued by such
employee prior to January 1, 1998.

9.1.7 Other Acquisitions. Buyer agrees to close the Zebra
Acquisition and the Independent Group Acquisition unless Seller is in breach of
this Agreement or any of the applicable sellers are in breach of either of the
Zebra Acquisition or the Independent Group Acquisition agreements or Buyer is
otherwise not obligated to close with Seller under this Agreement or with any
of the applicable sellers under either of the Zebra Acquisition or the
Independent Group Acquisition agreements, in which case Buyer is not obligated
to close any of the Other Acquisitions or consummate the transactions
contemplated under this Agreement.

ARTICLE 10
JOINT COVENANTS

Buyer and Seller covenant and agree that, pending the Closing and
except as otherwise agreed to in writing, they shall act in accordance with the
following:

10.1 FCC Applications. Buyer and Seller shall prosecute the FCC
Applications with all reasonable diligence and otherwise use their commercially
reasonable efforts to obtain the FCC Consents as expeditiously as practicable,
but neither Buyer nor Seller shall have any obligation to satisfy complainants
or the FCC by taking any steps which would have a material adverse effect upon
Buyer or Seller (other than Buyer's obligations under Section 9.1.5).
Notwithstanding anything to the contrary contained herein, either party may
terminate this Agreement upon notice to the other, if, for any reason, other
than Buyer's failure to comply with Section 9.1.5 (in which case only Seller
can terminate), the FCC Applications are designated for hearing by the FCC;
provided, however, that notice of termination must be given within twenty (20)
days after release of the hearing designation order and that the party giving
such notice is not in default and has otherwise complied with its obligations
under this Agreement. Upon termination pursuant to this Section 10.1, the
parties shall be released and discharged from any further obligation hereunder
without being subject to a claim by Seller for liquidated damages or any other
claims for damages.

10.2 Confidentiality. Each of Buyer and Seller shall each keep
confidential all information obtained by it with respect to the other party
hereto in connection with this Agreement and the negotiations preceding this
Agreement, including, without limitation, the results of, and information
relating to, the Studies (as defined in Section 10.8) and will use such
information solely in connection with the transactions contemplated by this
Agreement, and if the transactions contemplated hereby are not consummated for
any reason, each shall

31
41
return to each other party hereto, without retaining a copy thereof, any
schedules, documents or other written information obtained from such other
party in connection with this Agreement and the transactions contemplated
hereby except to the extent required or useful in connection with any claim
made with respect to the transactions contemplated by this Agreement or the
negotiation thereof which will be returned following settlement of the claim.
Notwithstanding the foregoing, no party shall be required to keep confidential
or return any information which (a) is known or available through other lawful
sources, not bound by a confidentiality agreement with the disclosing party, or
(b) is or becomes publicly known through no fault of the receiving party or its
agents, or (c) is required to be disclosed pursuant to an order or request of a
judicial or government authority (provided the non-disclosing party is given
reasonable prior notice such that it may seek, at its expense, confidential
treatment of the information to be disclosed), (d) is developed by the
receiving party independently of the disclosure by the disclosing party or (e)
is required to be disclosed under applicable law or rule, as determined by
counsel for the receiving party.

10.3 Cooperation. Buyer and Seller shall cooperate fully with one
another in taking any actions, including actions to obtain the required consent
of any governmental instrumentality or any third party necessary or helpful to
accomplish the transactions contemplated by this Agreement; provided, however,
that no party shall be required to take any action which would have a material
adverse effect upon it.

10.4 Bulk Sales Laws. Buyer hereby waives compliance by Seller
with the provisions of the "bulk sales" or similar laws of any state. Seller
agrees to indemnify Buyer and hold it harmless from any and all loss, cost,
damage and expense (including but not limited to, reasonable attorney's fees)
sustained by Buyer as a result of any failure of Seller to comply with any
"bulk sales" or similar laws.

10.5 Public Announcements. Neither Buyer nor Seller shall issue
any press release or make any disclosure with respect to the transaction
contemplated by this Agreement without the prior written approval of the other
party, except as may be required by applicable law or by obligations pursuant
to any listing agreement with any securities exchange or the Nasdaq National
Market or any stock exchange or Nasdaq National Market regulations in which
case Buyer or Seller, as the case may be, shall give notice to the other party
prior to making such disclosure.

10.6 Xxxx-Xxxxx-Xxxxxx. Seller and Buyer shall submit to the
United States Department of Justice and the United States Federal Trade
Commission (the "FTC") not later than 15 business days after the date of this
Agreement all of the forms and information applicable to this transaction
required under the HSR Act and will use commercially

32
42
reasonable efforts to respond promptly to any request by them for additional
information. Buyer and Seller shall use commercially reasonable efforts
(including the filing of a request for early termination) to obtain the early
termination of the waiting period under the HSR Act. Seller shall reimburse
Buyer for one-half of the filing fees for Buyer's HSR Act filing.

10.7 Employee Matters. At least 45 days prior to the Closing Date,
Buyer will provide Seller with a list (the "Employee List") of all employees to
whom Buyer intends to make offers of employment. Buyer will offer employment
as of the Closing to all employees on such Employee List, on such terms of
employment and conditions as determined by Buyer in its sole discretion.
Seller shall be responsible for all obligations or liabilities to those
employees not offered employment by Buyer, and Buyer shall have no obligations
with respect to those employees.

10.8 Condition of Real Estate. Buyer may, at its sole expense,
conduct environmental studies, title examinations, and land surveys (the
"Studies") of the Real Estate provided all information received as a result of,
or in the course of, any of the Studies will be deemed confidential (subject to
Section 10.2). Seller agrees to cooperate with any reasonable request of Buyer
for a site assessment or site review concerning any environmental, title or
survey matter, including the making available of such personnel of Seller as
Buyer may reasonably request, so long as such activities do not unreasonably
interfere with the conduct of Seller's business. At the discretion of Buyer,
Buyer may arrange, at its sole expense, for one or more independent contractors
to conduct tests of the Real Estate, including tests of air, soil (including
surface and subsurface materials), surface water and ground water, or any
equipment or facilities located thereon, in order to identify any present or
past release or threatened release of any hazardous substances. Such tests may
be done at any time, or from time to time, upon reasonable notice and under
reasonable conditions, which do not impede the performance of such tests. If
Buyer notifies Seller within 45 days of the date of this Agreement that the
Studies disclose potential Environmental Costs and Liabilities in excess of
$100,000 or the presence of Hazardous Materials at concentrations exceeding
those allowed by Environmental Laws, evidence encroachments that materially and
adversely affect the use (for the purpose currently used) of the Real Estate,
or any other matters that materially affect the title, value or use of the Real
Estate, Seller shall promptly commence remedial action at its expense to cure
the condition giving rise to such matter and attempt to cure such condition
prior to the Closing; provided that Seller shall not be obligated to spend (but
may choose to spend) more than $100,000 in the aggregate in its attempts to
cure all such conditions. Seller shall notify Buyer within 30 days after its
receipt of Buyer's Studies if it determines that it is unable to cure such
conditions for $100,000 or less and chooses not to attempt to cure such
conditions, in which case Buyer may elect within 30 days after Buyer's receipt
of Seller's notice that it chooses not to attempt to cure

33
43
such conditions (a) to terminate this Agreement or (b) to waive such
obligations and receive a $100,000 credit at the Closing. If this Agreement is
terminated in accordance with the immediately preceding sentence, no party
shall have any liability to the other with respect to such termination. Either
party may extend the Closing by not more than 30 days if either reasonably
determines that any necessary remedial action can be completed during such
period.

10.9 Warn Act Compliance. Through the Closing Date, Seller shall
take all necessary actions to comply with the Federal Workers Adjustment and
Retraining Act to the extent applicable. Buyer shall not have any disclosure
or announcement obligations under such act with respect to any employees or
former employees of Seller, and Seller shall indemnify Buyer and hold Buyer
harmless from any action, claim, suit, proceeding or assertion of liability
with respect thereto. Seller shall take all necessary actions to comply with
Part 6, Subtitle B, of Title I of ERISA with respect to its employees and
former employees, and Buyer shall not have any obligations or liability with
respect to qualifying events (as defined in Section 603 of ERISA on or before
the Closing Date.

ARTICLE 11
CONDITIONS OF CLOSING BY BUYER

The obligations of Buyer hereunder, including, without limitation, the
obligation to close the transactions contemplated herein, are, at its option,
subject to satisfaction, at or prior to the Closing, of all of the following
conditions, any of which may be waived by Buyer:

11.1 Representations, Warranties and Covenants. All
representations and warranties of Seller made in this Agreement or in any
Exhibit, Schedule or document delivered pursuant hereto, shall be true and
correct in all material respects as of the date hereof and on and as of the
Closing Date as if made on and as of that date, except for changes expressly
permitted by the terms of this Agreement and except those given as of a
specified date which must only be true and correct as of such specified date.
Notwithstanding anything herein to the contrary, a breach of Section 6.1.6
resulting from Buyer's breach of Section 9.1.5 shall not be deemed a breach of
Section 6.1.6 by Seller.

11.2 Compliance with Agreement. All of the terms, covenants and
conditions to be complied with and performed by Seller on or prior to the
Closing shall have been complied with or performed in all material respects.

34
44
11.3 Third Party Consents and Approvals. Seller shall have
obtained all third-party consents and approvals, if any, required for the
transfer or continuance, as the case may be, of the Contracts designated by an
asterisk as "essential" on Schedule 1.1.3 (and contracts of a similar nature
that would have been marked as such on Schedule 1.1.3 had they been in
existence on the date of this Agreement).

11.4 Closing Certificates. Buyer shall have received a
certificate, dated as of the Closing Date, from Seller, executed by a an
executive officer of Seller to the effect of Sections 11.1 and 11.2.

11.5 Governmental Consents.

(a) The FCC Consents shall have been issued by the FCC
without any conditions that would otherwise permit Buyer to terminate this
Agreement pursuant to Section 15.1(e), below, and each such FCC consent shall
have become a Final Order (as defined in Section 4.1).

(b) All applicable notification and waiting period
requirements under the HSR Act shall have been satisfied.

11.6 Adverse Proceedings. No injunction, order, decree or judgment
of any court, agency or other Governmental Entities shall have been rendered
against Seller or Buyer which would render it unlawful, as of the Closing, to
effect the transactions contemplated by this Agreement in accordance with its
terms.

11.7 Closing Documents. Seller shall have delivered or caused to
be delivered to Buyer, on the Closing Date, all special warranty deeds, bills
of sale, endorsements, assignments and other instruments of conveyance and
transfer consistent with the terms hereof and otherwise reasonably satisfactory
in form and substance to Buyer, effecting the sale, transfer, assignment and
conveyance of the Station Assets to Buyer.

11.8 Consulting, Confidentiality and Noncompetition Agreement. Xx.
Xxxx X. Xxxxx shall have executed and delivered to Buyer a Consulting,
Confidentiality and Noncompetition Agreement in the form attached as Exhibit
B-1 hereto.

11.9 Noncompetition Agreement. Seller shall have executed and
delivered to Buyer a Noncompetition Agreement in the form of Exhibit B-2
hereto.

35
45
11.10 Indemnification and Escrow Agreement. Seller shall have
executed and delivered to Buyer the Indemnification and Escrow Agreement.

11.11 Release of Encumbrances. Evidence satisfactory to Buyer's
counsel of the payment or release of any and all Liens (other than Permitted
Liens not required to be released pursuant to the provisions of this
Agreement).

11.12 Legal Opinions. Buyer shall have received an opinion of Xxxxx
X. Xxxxxxx & Associates and Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, each dated
as of the Closing Date, substantially in the form of Exhibits C-1 and C-2
hereto.

11.13 Xxxxxxx Money Letter of Credit. The Xxxxxxx Money Letter of
Credit (as defined in Section 14.3.1) shall have been returned to Buyer for
cancellation.

11.14 No Material Adverse Change. Since December 31, 1997, there
shall have been no material adverse change to the financial condition or
operating results of the Station (other than as a result of regulatory changes
affecting the radio broadcasting industry generally or general economic
conditions).

11.15 1445 Certificate. Seller shall have executed and delivered a
certificate, in a form reasonably satisfactory to the Buyer stating that Seller
is not a foreign person within the meaning of Section 1445 of the Code.

11.16 Other Acquisitions. The Zebra Acquisition and Independent
Group Acquisition shall concurrently close with the transactions contemplated
under this Agreement unless the Zebra Acquisition or Independent Group
Acquisition does not close solely due to the breach by Buyer of the agreement
governing the Zebra Acquisition or the Independent Group Acquisition, as
applicable, in which case this condition shall not apply with respect to such
acquisition which does not close solely due to the Buyer's breach.

11.17 Termination of Management Agreement. The Management Agreement
shall have been terminated and shall be of no further force and effect and
Buyer shall have no obligations or liabilities arising from or related to the
Management Agreement.

ARTICLE 12
CONDITIONS OF CLOSING BY SELLER

The obligations of Seller hereunder including, without limitation, the
obligation to close the transactions contemplated herein are, at their option,
subject to the satisfaction, at

36
46
or prior to the Closing Date, of all of the following conditions, any of which
may be waived by Seller:

12.1 Representations, Warranties and Covenants. All
representations and warranties of Buyer made in this Agreement or in any
Exhibit, Schedule or document delivered pursuant hereto, shall be true and
correct in all material respects as of the date hereof and on and as of the
Closing Date as if made on and as of that date, except for changes expressly
permitted by the terms of this Agreement and except those given as of a
specified date which must only be true and correct as of such specified date.

12.2 Compliance with Agreement. All the terms, covenants, and
conditions to be complied with and performed by Buyer on or prior to the
Closing shall have been complied with or performed in all material respects.

12.3 Certifications, Etc. Seller shall have received a
certificate, dated as of the Closing Date, from Buyer, executed by an executive
officer of Buyer to the effect of Sections 12.1 and 12.2.

12.4 Governmental Approval.

(a) The FCC Consents shall have been issued by the FCC
and each shall have become a Final Order (as defined in Section 4.1).

(b) All applicable notification and waiting period
requirements under the HSR Act shall have been satisfied.

12.5 Adverse Proceedings. No injunction, decree or judgment of any
court, agency or other governmental entities shall have been rendered against
Buyer or Seller which would render it unlawful, as of the Closing, to effect
the transactions contemplated by this Agreement in accordance with its terms.

12.6 Opinions. Buyer shall have delivered to Seller an opinion of
Weil, Gotshal & Xxxxxx LLP, dated as of the Closing Date, in the form of
Exhibit D hereto.

12.7 Closing Documents. Buyer shall have delivered or caused to be
delivered to Seller, on the Closing Date, an assumption agreement with respect
to Assumed Liabilities reasonably satisfactory in form and substance to Seller.

37
47
12.8 Indemnification and Escrow Agreement. Buyer shall have
executed and delivered to Seller the Indemnification and Escrow Agreement.

ARTICLE 13
TRANSFER TAXES; FEES AND EXPENSES

13.1 Expenses. Except as set forth in Sections 13.2 and, 13.3
below, each party hereto shall be solely responsible for all costs and expense
incurred by it in connection with the negotiation, preparation and performance
of and compliance with the terms of this Agreement.

13.2 Transfer Taxes and Similar Charges. All costs of transferring
the Station Assets in accordance with this Agreement, including recordation,
transfer and documentary taxes and fees, and any excise, sales or use taxes,
shall be borne equally by Buyer and Seller. Buyer and Seller agree to
cooperate with each other and to file all necessary documentation (including,
but not limited to, all Tax Returns) with respect to all such amounts in a
timely manner.

13.3 Governmental Filing or Grant Fees. Any filing or grant fees
imposed by any governmental authority the consent of or filing with which is
required for the consummation of the transactions contemplated hereby,
including but not limited to, the FCC, the FTC, and the Department of Justice
shall be borne equally by Buyer and Seller.

ARTICLE 14
LIQUIDATED DAMAGES, SPECIFIC PERFORMANCE, LETTER OF CREDIT

14.1 Liquidated Damages. (a) If this Agreement is terminated by
Seller pursuant to Sections 15.1(b)(ii) or 15.1(g) the parties agree and
acknowledge that Seller will suffer damages that are not practicable to
ascertain. Accordingly, in such event, Seller shall be entitled to the sum of
$9,375,000 as liquidated damages (and not as a penalty), payable solely and
exclusively by drawing upon the Xxxxxxx Money Letter of Credit and through the
delivery to Seller, of the sum of $4,687,500 via wire transfer of immediately
available funds. The parties agree that the foregoing liquidated damages are
reasonable considering all the circumstances existing as of the date hereof and
constitute the parties' good faith estimate of the actual damages reasonably
expected to result from the termination of this Agreement pursuant to Sections
15.1(b)(ii) or 15.1(g). In such event, Buyer shall immediately instruct the
Xxxxxxx Money Escrow Agent (as defined in Section 14.3) to deliver the Escrow
Money Letter of Credit to Seller to permit it to draw upon the Xxxxxxx Money
Letter of Credit and shall deliver to Seller, via wire transfer of immediately
available funds, the sum of

38
48
$4,687,500. Seller agrees that, to the fullest extent permitted by law, the
right to draw upon the Xxxxxxx Money Letter of Credit and to receive the
additional sum of $4,687,500 from Buyer as provided in this Section 14.1 shall
be its sole and exclusive remedy with respect to any damages whatsoever that
Seller may suffer or allege to suffer as a result of a termination pursuant to
Sections 15.1(b)(ii) or 15.1(g). Except for a termination pursuant to Sections
15.1(b)(ii) or 15.1(g) (for which the sole recourse of Seller shall be as
provided in this Section 14.1) or pursuant to Section 15.1(a) or 10.8 (for
which no party shall have any liability to the other), the termination of this
Agreement shall not relieve the parties for any liability or obligation
relating to their breaches of this Agreement occurring prior to such
termination.

14.2 Specific Performance. In addition to any other remedies which
Buyer may have at law or in equity, Seller hereby acknowledges that the Station
Assets are unique, and that the harm to Buyer resulting from a breach by Seller
of its obligations to sell the Station Assets to Buyer cannot be adequately
compensated by damages. Accordingly, Seller agrees that Buyer shall have the
right to have this Agreement specifically performed by Seller, provided that
Buyer is not in material breach of this Agreement and hereby agrees, in such
event, not to assert any objections to the imposition of the equitable remedy
of specific performance by any court of competent jurisdiction.

14.3 Letter of Credit.

14.3.1 Concurrently with the execution of this Agreement,
Buyer shall deposit an original, irrevocable letter of credit (the "Xxxxxxx
Money Letter of Credit"), issued by The Toronto-Dominion Bank for the sum of
$4,687,500 with Key Trust Company of Ohio, N.A. (the "Xxxxxxx Money Escrow
Agent") to be held in escrow in accordance with the Xxxxxxx Money Escrow
Agreement substantially in the form of Exhibit E hereto.

14.3.2 The Xxxxxxx Money Letter of Credit shall be held by
the Xxxxxxx Money Escrow Agent in accordance with the terms of the Xxxxxxx
Money Escrow Agreement. Subject to satisfaction of the conditions to the
Seller's obligations set forth in Article 12, at the Closing, Seller shall
instruct the Xxxxxxx Money Escrow Agent to release and return the Xxxxxxx Money
Letter of Credit to Buyer for cancellation.

14.3.3 If this Agreement is terminated as provided in
Sections 15.1(b)(ii) or 15.1(g), Buyer shall instruct the Xxxxxxx Money Escrow
Agent to release the Xxxxxxx Money Letter of Credit to Seller, all as provided
in Section 14.1. In all other events, Seller shall join in instructions to the
Xxxxxxx Money Escrow Agent to return the Xxxxxxx Money Letter of Credit to
Buyer.

39
49
ARTICLE 15
TERMINATION RIGHTS

15.1 Termination. This Agreement may be terminated at any time
prior to Closing as follows:

(a) by the mutual consent of Buyer and Seller;

(b) by written notice of (i) Buyer to Seller if Seller
breaches in any material respect any of its representations or
warranties or defaults in any material respect in the observance or in
the due and timely performance of any of its covenants or agreements
herein contained and such breach or default shall not be cured within
thirty (30) days of the date of notice of breach or default served by
Buyer or (ii) Seller to the Buyer if Buyer breaches in any material
respect any of its representations or warranties or defaults in any
material respect in the observance or in the due and timely
performance of any of its covenants or agreements herein contained and
such breach or default shall not be cured within thirty (30) days of
the notice of breach or default served by Seller;

(c) by Buyer or Seller by written notice to the other, if
a court of competent jurisdiction or other Governmental Entity shall
have issued an order, decree or ruling or taken any other action
(which order, decree or ruling the parties hereto shall use their best
efforts to lift), in each case permanently restraining, permanently
enjoining or otherwise prohibiting the transactions contemplated by
this Agreement, and such order, decree, ruling or other action shall
have become final and nonappealable; provided that Buyer shall not
have the right to terminate this Agreement pursuant to this Section
15.1(c) unless Buyer has satisfied the covenants contained in Section
9.1.5 hereof;

(d) by the party whose qualifications are not at issue,
if, for any reason, the FCC denies or dismisses any of the FCC
Applications and the time for reconsideration or court review under
the Communications Act with respect to such denial or dismissal has
expired and there is not pending with respect thereto a timely filed
petition for reconsideration or request for review;

(e) by written notice of Buyer to Seller if the FCC
Consents contain a condition on Buyer that (i) is unrelated to Buyer's
qualifications, (ii) could reasonably be expected to have a materially
adverse impact on the financial condition or business operations of
the Station, and (iii) the time for reconsideration or court review
under

40
50
the Communications Act with respect to such condition(s) has expired
without the filing with respect thereto of a timely petition for
reconsideration or request for review;

(f) by written notice of Buyer to Seller, or by Seller to
the Buyer, if the Closing shall not have been consummated on or before
June 1, 1999, subject to extensions as provided in Sections 10.8 and
16.1; or

(g) by written notice of Seller to Buyer, if by May 31,
1999 all of the conditions of closing by Buyer identified in Article
11 have been satisfied other than the expiration of the applicable
waiting period requirements under the HSR Act.

Notwithstanding the foregoing, no party hereto may effect a termination hereof
if such party is in material default or breach of this Agreement.

ARTICLE 16
RISK OF LOSS

16.1 Risk of Loss.

(a) The risk of loss or damage to the Station Assets
shall be upon Seller at all times prior to the Closing. In the event
of loss or damage, Seller shall promptly notify Buyer thereof (the
"Seller's Risk of Loss Notice") and if the lost or damaged Station
Assets are capable of being replaced or repaired for an aggregate
amount less than $100,000, then Seller shall, at its sole cost and
expense, replace or repair such Station Assets prior to the Closing or
deliver to Buyer at the Closing an amount in cash equal to the cost of
replacement or repair of such Station Assets, as mutually agreed in
good faith by Buyer and Seller. Notwithstanding the foregoing, if the
amount required to replace or repair such Station Assets exceeds
$100,000, Seller may elect in the Seller's Risk of Loss Notice not to
replace or repair such Station Assets (which election must be set
forth in the Seller's Risk of Loss Notice), provided, however, that in
such event Buyer, at its option, may elect within 30 days after its
receipt of the Seller's Risk of Loss Notice to terminate this
Agreement without either party being subject to a claim by the other
for liquidated damages or any other claims for damages, or waive any
default or breach with respect to the loss or damage and receive a
$100,000 credit at Closing. Either party may extend the Closing Date
by up to 30 days in order to allow Seller to complete the repair or
replacement.

41
51
(b) Seller shall use its commercially reasonable efforts
to avoid the Station being off the air for three (3) or more
consecutive days or five (5) or more days in any thirty (30) day
period. Seller shall give prompt written notice to Buyer if either of
the following (a "Specified Event") shall occur: (i) the regular
broadcast transmissions of the Station in the normal and usual manner
are interrupted or discontinued for more than thirty (30) minutes; or
(ii) the Station is operated at less than their licensed antenna
height above average terrain or at less than ninety percent (90%) of
their licensed effective radiated power. If any Specified Event
persists for more than seventy-two consecutive (72) hours or five or
more days, whether or not consecutive, during any period of thirty
(30) consecutive days, then Buyer may, at its option: (i) terminate
this Agreement by written notice given to Seller not more than ten
(10) days after the expiration of such thirty (30) day period (without
either party being subject to a claim by the other for liquidated
damages or any other claims for damages), or (ii) proceed in the
manner set forth in Section 16.1(a) above. In the event of
termination of this Agreement by Buyer pursuant to this Section 16.1,
the parties shall be released and discharged from any further
obligation hereunder (without being subject to a claim by Seller for
liquidated damages or any other claims for damages). With respect to
Acts of God which may adversely affect Station operations, Seller
shall use its commercially reasonable efforts to reinstate Station
operations within 30 days and shall have the Station operating at not
less than seventy percent (70%) of maximum authorized effective
radiated power by the Closing Date.

(c) Resolution of Disagreements. If the parties are
unable to agree upon the extent of any loss or damage, the cost to
repair, replace or restore any lost or damaged property, the adequacy
of any repair, replacement, or restoration of any lost or damaged
property, or any other matter arising under this Section 16.1, the
disagreement shall be referred to a qualified consulting
communications engineer mutually acceptable to Seller and Buyer who is
a member of the Association of Federal Communications Consulting
Engineers, whose decision shall be final, binding upon and
non-appealable by the parties, and whose fees and expenses shall be
paid one-half by Seller and one-half by Buyer.

ARTICLE 17
MISCELLANEOUS PROVISIONS

17.1 Survival of Representations and Warranties; Remedy for Breach.
Except as to representations and warranties contained in Sections 6.1.8 (as to
title to assets only), 6.1.9 (as to title to assets only), and 6.1.17 (as to
title to assets only) which shall survive the Closing indefinitely (the
"Excepted Representations"), all representations and warranties

42
52
made by Seller and Buyer in this Agreement, or pursuant hereto, shall survive
the consummation of the transactions contemplated in this Agreement for a
period of one year after the Closing Date, regardless of any investigation at
any time made by or on behalf of Buyer or Seller, and shall not be deemed
merged in any document or instrument executed or delivered at the Closing.
Buyer's sole remedies for any breach of a representation or warranty (other
than the Excepted Representations) or pre-Closing breach of a covenant or
agreement shall be those set forth in the Indemnification and Escrow Agreement.

17.2 Certain Interpretive Matters and Definitions. Unless the
context otherwise requires, (a) all references to Sections, Articles or
Schedules are to Sections, Articles or Schedules of or to this Agreement, (b)
each term defined in this Agreement has the meaning assigned to it, (c) each
accounting term not otherwise defined in this Agreement has the meaning
assigned to it in accordance with generally accepted accounting principles as
in effect on the date hereof, (d) "or" is disjunctive but not necessarily
exclusive, and (e) words in the singular include the plural and vice versa, and
(f) the term "Affiliate" has the meaning given it in Rule 12b-2 of Regulation
12B under the Securities Exchange Act of 1934, as amended. All references to
"$" or dollar amounts will be to lawful currency of the United States of
America.

17.3 Further Assurances. At and after the Closing, Seller shall
from time to time, at the request of and without further cost or expense to
Buyer, execute and deliver such other instruments of assignment, conveyance and
transfer and take such other actions as may reasonably be requested in order to
more effectively consummate the transactions contemplated hereby, and Buyer
shall from time to time, at the request of and without further cost or expense
to Seller, execute and deliver such other instruments and take such other
actions as may reasonably be requested in order to more effectively assume the
Assumed Liabilities.

17.4 Financial Statements. At all times after the date hereof,
Seller shall, and shall cause their representatives (including their
independent public accountants) to, cooperate in all reasonable respects with
the efforts of Buyer and their independent auditors to prepare such audited and
interim unaudited financial statements of the Station as Buyer may reasonably
determine are necessary in connection with any filing required to be made by it
or any of its Affiliates under the Exchange Act of 1934, as amended (the
"Exchange Act"), or the Securities Act of 1933, as amended (the "Securities
Act"). Seller shall execute and deliver to Buyer's independent accountants
such customary management representation letters as they may require as a
condition to their ability to sign an unqualified report upon the audited
financial statements of the Station for the periods for which such financial
statements are required under the Exchange Act or the Securities Act. Seller
shall cause its independent

43
53
public accountants to make available to Buyer and its representatives all of
their work papers related to the financial statements or Tax Returns of Seller
(to the extent they relate to the Station) and to provide Buyer's independent
public accountants with full access to those personnel who previously have been
involved in the audit or review of Seller's financial statements or Tax
Returns. Any reasonable out-of-pocket costs incurred by Seller in connection
with Seller's obligations under this Section 17.4 shall be promptly reimbursed
by Buyer upon Buyer's receipt of reasonably detailed information regarding such
costs.

17.5 Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto, whether by operation of law or otherwise; provided, however, that
without releasing Buyer from any of its obligations or liabilities hereunder
(a) nothing in this Agreement shall limit Buyer's ability to sell or transfer
any or all of its respective assets (whether by sale of stock or assets, or by
merger, consolidation or otherwise) without the consent of Seller, (b) nothing
in this Agreement shall limit Buyer's ability to assign the Station Assets
(including the right to acquire the Station Assets at the Closing) to any
Affiliate of Buyer without the consent of Seller, and (c) nothing in this
Agreement shall limit Buyer's ability to make a collateral assignment of its
rights under this Agreement to any institutional lender that provides funds to
Buyer without the consent of Seller. Seller shall execute an acknowledgment of
such assignment(s) and collateral assignments in such forms as Buyer or its
institutional lenders may from time to time reasonably request; provided,
however, that unless written notice is given to Seller that any such collateral
assignment has been foreclosed upon, Seller shall be entitled to deal
exclusively with Buyer as to any matters arising under this Agreement or any of
the other agreements delivered pursuant hereto. In the event of such an
assignment, the provisions of this Agreement shall inure to the benefit of and
be binding on Buyer's successors and assigns.

17.6 Amendments. No amendment, waiver of compliance with any
provision or condition hereof or consent pursuant to this Agreement shall be
effective unless evidenced by an instrument in writing signed by the party
against whom enforcement of any waiver, amendment, change, extension or
discharge is sought.

17.7 Headings. The headings set forth in this Agreement are for
convenience only and will not control or affect the meaning or construction of
the provisions of this Agreement.

17.8 Governing Law. The construction and performance of this
Agreement shall be governed by the laws of the State of Ohio without giving
effect to the choice of law provisions thereof.

44
54
17.9 Notices. Any notice, demand or request required or permitted
to be given under the provisions of this Agreement shall be in writing and
shall be deemed to have been duly delivered and received when electronically
confirmed if sent by telecopy; on the date of personal delivery; on the third
day after deposit in the U.S. mail if mailed by registered or certified mail,
postage prepaid and return receipt requested; on the day after delivery to a
nationally recognized overnight courier service if sent by an overnight
delivery service for next morning delivery and shall be addressed to the
following addresses (or at such other address which party shall specify to the
other party in accordance herewith):

(a) In the case of Seller, to:

Xenophon Zapis, Chairman
Zapis Communications Corporation
00 Xxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Telecopy: (000) 000-0000

With a copy to:

Xxxx X. Xxxxx, President
Zapis Communications Corporation
0000 Xx. Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Telecopy: (000) 000-0000

and

Xxxxx X. Xxxxxxx & Associates
0000 Xxxxxxxxxxxx Xxxxxxxx
00 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attention: Xxxxx X. Xxxxxxx
Telecopy: (000) 000-0000

45
55
(b) In the case of Buyer:

Chancellor Media Corporation of Los Angeles
000 Xxxx Xxx Xxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Telecopy: (000) 000-0000

With copies to:

Chancellor Media Corporation of Los Angeles
000 Xxxx Xxx Xxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxxxx
Telecopy: (000) 000-0000

and

Weil, Gotshal & Xxxxxx LLP
000 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Telecopy: (000) 000-0000

17.10 Schedules. The schedules and exhibits attached to this
Agreement and the other documents delivered pursuant hereto are hereby made a
part of this Agreement as if set forth in full herein.

17.11 Entire Agreement. This Agreement contains the entire
agreement among the parties hereto with respect to its subject matter and
supersedes all negotiations, prior discussions, agreements, letters of intent,
and understandings, written or oral, relating to the subject matter of this
Agreement.

46
56
17.12 Severability. If any provision of this Agreement is held to
be unenforceable, invalid, or void to any extent for any reason, that provision
shall remain in force and effect to the maximum extent allowable, and the
enforceability and validity of the remaining provisions of this Agreement shall
not be affected thereby.

17.13 Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which
together shall constitute but one and the same instrument.

17.14 No Third-Party Rights. Nothing in this Agreement, express or
implied, shall be construed to confer upon any person, other than the parties
hereto, their successors and permitted assigns, any legal or equitable rights,
remedies, claims, obligations or liabilities under or by reason of this
Agreement (other than as provided in the Indemnification and Escrow Agreement).

17.15 Equitable Assignment. To the extent that any of the Station
Assets are not capable of being sold, assigned, transferred, delivered or
subleased without the waiver or consent of any third party or if such sale,
assignment, transfer, delivery or sublease or attempted sale, assignment,
transfer, delivery or sublease would constitute a breach thereof or a violation
of any law or regulation, this Agreement and any assignment executed pursuant
hereto shall not constitute a sale, assignment, transfer, delivery or sublease
or an attempted sale, assignment, transfer, delivery or sublease thereof. In
those cases where consents and/or waiver to the transfer and assignment to
Buyer of any of the Station Assets has not been obtained at or prior to the
Closing Date, and Seller and Buyer elect to close, this Agreement and any
assignment executed pursuant hereto, to the extent permitted by law, shall
constitute an equitable assignment by Seller to Buyer of all of Seller's
rights, benefits, title and interest in and to such Station Assets, and where
appropriate, Buyer shall be deemed to be Seller's agent for the purpose of
completion, fulfilling and discharging all Seller's rights and liabilities
arising after the Closing Date in relation to such Station Assets, provided
however, Seller's failure to obtain the requisite waiver or consent of such
third person within ninety (90) days after the Closing shall be deemed to be a
breach of this Agreement for which Buyer shall be entitled to remedy,
including, but not limited to, under the Indemnification and Escrow Agreement;
provided further, however, that no such breach shall be deemed to have occurred
if Buyer has incurred no liability, loss or damage from such failure.

47
57
17.16 Arbitration. All disputes which cannot be resolved by
agreement of the parties shall be arbitrated in Washington, D.C. in accordance
with the rules of the American Arbitration Association before a single
arbitrator who shall be jointly selected by Seller and Buyer, or if Seller and
Buyer cannot agree on the selection of such arbitrator, such arbitrator shall
be selected by the head of the Washington, D.C. office of the American
Arbitration Association. The costs of such arbitrator shall be paid by Seller
and Buyer in such proportion as the arbitrator deems equitable based on the
relative merits of the positions of the parties.

[The remainder of this page is intentionally left blank]

48
58
IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be duly executed and delivered as of the first above written.

SELLER:

ZAPIS COMMUNICATIONS CORPORATION

By: /s/ Xenophon Zapis
----------------------------------
Xenophon Zapis
Chairman

BUYER:

CHANCELLOR MEDIA CORPORATION OF
LOS ANGELES

By: /s/ Xxxx X. Xxxxxx
----------------------------------
Xxxx X. Xxxxxx
Senior Vice President

59
EXHIBIT A - ZAPIS ACQUISITION

INDEMNIFICATION AND ESCROW AGREEMENT

THIS INDEMNIFICATION AND ESCROW AGREEMENT (this "Agreement")
is made and entered into as of this ____ day of ______________, _____, by and
among Chancellor Media Corporation of Los Angeles, a Delaware corporation
("Buyer"), Zapis Communications Corporation, an Ohio corporation ("Seller"),
and Key Trust Company of Ohio, N.A., as escrow agent ("Agent").

RECITALS

A. Pursuant to that certain Asset Purchase Agreement, dated as of
August 11, 1998, by and between Buyer and Seller (the "Asset Purchase
Agreement"), Buyer has agreed to acquire from Seller, and Seller has agreed to
sell to Buyer, all of the Station Assets (as defined in the Asset Purchase
Agreement).

B. It is a condition precedent to the closing of the transactions
contemplated by the Asset Purchase Agreement (the "Closing"), that Buyer,
Seller and Agent execute and deliver this Agreement.

C. Unless otherwise defined herein, capitalized terms used herein
shall have the meanings assigned to them in the Asset Purchase Agreement.

AGREEMENTS

In consideration of the recitals and of the respective
agreements and covenants contained herein, and intending to be legally bound
hereby, the parties agree as follows:

ARTICLE I

Section 1.1 Funds. (a) At the Closing, and only if the Closing
occurs, Buyer shall place in an escrow account with Agent (the "Account") the
sum of $2,727,200 out of the Purchase Price paid pursuant to Section 3.1 of the
Asset Purchase Agreement (the "Funds").

(b) The Funds shall be held by Agent in the Account for
the benefit of Buyer and Seller as provided in this Agreement. In no event
shall Agent disburse or invest the Funds except in accordance with this
Agreement.
60
Section 1.2 Acceptance of Appointment as Agent. Agent, by signing
this Agreement, accepts the appointment as Agent and agrees to hold and deliver
the Funds and make disbursements from the Account in accordance with the terms
of this Agreement.

Section 1.3 Distribution of Funds to Buyer Indemnitees. Agent shall
disburse to Buyer (for its own account or for the account of any Buyer
Indemnitee, as defined in Section 2.1) such portion of the Funds as may be
necessary to pay the Damages (as defined in Section 2.1) for which a Buyer
Indemnitee is entitled to reimbursement under Section 2.1. Payment shall be
made not more than three (3) business days after (i) the delivery to Agent of
written instructions signed by Buyer and Seller, specifying an amount to be
paid to a Buyer Indemnitee, or (ii) the delivery to Agent and Seller of a copy
of a Final Determination (as defined below) establishing a Buyer Indemnitee's
right to reimbursement under this Agreement with respect to such Damages. A
"Final Determination" shall mean a judgment of a court of competent
jurisdiction having the authority to determine the amount of, and liability
with respect to, the determined item, which judgment is not subject to appeal,
reconsideration or review. Agent, at its option, shall be entitled to seek
and, if received, rely conclusively upon an opinion of legal counsel to the
effect that the judgment delivered to Agent pursuant to this Section 1.3 (or
pursuant to Section 1.6(b)) is a Final Determination.

Section 1.4 Investment of Funds. (a) Pending disbursement of the
Funds, Agent shall invest the Funds in Permitted Investments (as defined
below). For purposes of this Agreement, "Permitted Investments" shall mean
direct obligations of the U.S. government having maturities of 180 days or
less, money market funds that invest solely in direct obligations of the U.S.
government, including, without limitation, the Victory U.S. Obligation Fund,
and such other investments as may be specified from time to time by joint
written agreement between Buyer and Seller. As and when any payment is to be
made from the Funds or the Funds are to be otherwise disbursed under this
Agreement, Agent shall cause a sufficient portion of the Permitted Investments
to be converted into cash. Agent shall select the investments or types of
investments to be so converted. Neither Buyer nor Seller shall be liable for
any loss of principal or income due to the choice of Permitted Investments in
which the Funds are invested or the choice of Permitted Investments converted
into cash pursuant to this paragraph (a).

(b) For Tax purposes, the Funds shall be property of
Seller and all interest, dividends and other income earned on the Funds
(collectively, the "Earnings") shall be the income of Seller and be distributed
to the Seller following the Expiration Date, as hereinafter defined. Buyer and
Seller shall file Tax Returns consistent with such treatment.

2
61
Section 1.5 No Distribution of Expenses. Except as provided in
Section 2.1 of this Agreement, neither Buyer nor Seller shall be entitled to
reimbursement out of the Funds or from any alternative recovery for any costs
and expenses incurred by them in connection with exercising their rights or
performing their duties under this Agreement.

Section 1.6 Segregation of the Funds. (a) Notwithstanding any other
provision of this Agreement to the contrary, Agent shall segregate from the
Account and transfer into a separate sub-account (the "Pending Claim Account")
maintained by Agent for the benefit of Buyer and Seller the portion of the
Funds that may be necessary to satisfy in full all Pending Claims (as defined
below) and shall hold such portion in accordance with this Section 1.6;
provided, however, that Agent shall not so segregate from the Account and
transfer to the Pending Claim Account the Funds that may be necessary to
satisfy Pending Claims under Section 2.1 until such time as the aggregate
amount of Damages asserted by Buyer and any Buyer Indemnitees under Section
2.1, taken as a whole, exceeds the Indemnification Basket (as defined in
Section 3.1(a)). "Pending Claims" shall mean unresolved claims for
indemnification under Section 2.1 that are the subject of Claim Notices (as
defined in Section 2.4).

(b) Any portion of the Funds segregated under Section
1.6(a) shall continue to be segregated by Agent until released thereafter to
Seller in accordance with Section 1.7 or until Agent is directed to release
such Funds by (i) written instructions signed by Buyer, that are agreed to in
writing by Seller, or (ii) a copy of a Final Determination establishing a Buyer
Indemnitee's right to receive such Funds as reimbursement for indemnification
claims under Article 2, or establishing Seller's right to receive such Funds.

Section 1.7 Distribution of Funds to Seller. Within three business
days, after the Expiration Date (as defined below), Agent shall distribute to
Seller from the Account an amount equal to the Earnings and the then remaining
amount of Funds less the total amount of Funds that are then being segregated
with respect to Pending Claims under Section 1.6. "Expiration Date" shall mean
one year after the Closing Date. Any amounts segregated as of the Expiration
Date with respect to Pending Claims shall be released thereafter as provided in
Section 1.6(b).

ARTICLE II

INDEMNIFICATION CLAIMS

Section 2.1 Indemnification by Seller. From and after the Closing,
but subject to the conditions and limitations set forth in this Agreement,
Buyer and its respective successors and assigns and their officers, directors,
stockholders, employees and agents (collectively, the

3
62
"Buyer Indemnitees") shall be entitled to reimbursement from Seller for any and
all losses, costs, damages, claims, fines, penalties, expenses (including,
without limitation, reasonable attorneys' fees and expenses), amounts paid in
settlement, court costs, out-of-pocket costs, costs of investigation, and
reasonable costs of litigation (including, without limitation, reasonable fees
and expenses of accountants, investment bankers and other experts)
(collectively, "Damages") actually incurred or suffered by a Buyer Indemnitee
or to which any of the Buyer Indemnitees may be subjected, to the extent
resulting from, arising out of, based on or relating to (a) any inaccuracy in
any representation or warranty of Seller contained in the Asset Purchase
Agreement or in any schedule, instrument, exhibit, or certificate delivered
pursuant thereto (a "Related Document"), (b) any breach of any covenant or
agreement of the Seller contained in the Asset Purchase Agreement, (c) any
Retained Liabilities, (d) any liabilities with respect to Seller's failure to
comply with any "bulk sales" or similar laws in connection with the
consummation of the transactions contemplated by the Asset Purchase Agreement
or (e) the case of Xxxxxx X. Xxxxxxxxx x. Xxxxx Communications Corporation, et.
al., Case No. 97 CV01381, that is pending in the Court of Common Pleas,
Trumball County, Warren, Ohio or the facts from which such case has arisen.

Section 2.2 Indemnification by Buyer. From and after the
Closing, but subject to the conditions and limitations set forth in this
Agreement, Seller and its respective successors and assigns, and its officers,
directors, stockholders, employees and agents (collectively, the "Seller
Indemnitees") shall be entitled to reimbursement from the Buyer for any and all
Damages actually incurred or suffered by a Seller Indemnitee, or to which any
of the Seller Indemnitees may be subjected, to the extent resulting from,
arising out of, based on or relating to (a) any inaccuracy in any
representation or warranty of Buyer contained in the Asset Purchase Agreement
or in any Related Document, (b) any breach of any covenant or agreement of the
Buyer contained in the Asset Purchase Agreement or (c) the Assumed Liabilities.

Section 2.3 Procedures Regarding Third Party Claims. (a) In the
event that any person entitled to indemnification under this Article 2 (the
"Indemnified Party") becomes aware of any matter with respect to which it
believes it is entitled to indemnification under this Article 2 from Buyer or
Seller, as applicable (the "Indemnifying Party"), and such matter involves (i)
any claim made against the Indemnified Party by any party other than a party to
the Asset Purchase Agreement or (ii) the commencement of any action, suit,
investigation, arbitration or similar proceeding against the Indemnified Party
by any party other than a party to the Asset Purchase Agreement (a "Third Party
Claim"), the Indemnified Party shall notify the Indemnifying Party in writing
with reasonable promptness of such Third Party Claim, specifying, to the extent
known, the nature, circumstances and the amount of such Third Party Claim (a
"Third Party Claim Notice") accompanied by all correspondence, documents,
pleadings or other writings received with respect to such Third Party Claim.
Failure to give such reasonably prompt notice shall not relieve the

4
63
Indemnifying Party of its obligations under this Article 2, except to the
extent the Indemnifying Party is materially prejudiced thereby. The
Indemnifying Party shall have ten (10) business days from its receipt of a
Third Party Claim Notice (the "Third Party Claim Notice Period") to notify the
Indemnified Party (and if Seller is the Indemnifying Party and any Funds
continue to be held by Agent, Agent as well) (i) whether the Indemnifying Party
disputes the Indemnified Party's right of indemnification, and (ii) if the
Indemnifying Party does not dispute such right of indemnification, whether or
not it desires to defend the Indemnified Party against such Third Party Claim.

(b) If the Indemnifying Party notifies the Indemnified
Party (and if Seller is the Indemnifying Party and any Funds continue to be
held by Agent, Agent as well) in writing within the Third Party Claim Notice
Period that (i) the Indemnifying Party does not dispute the Indemnified Party's
right of indemnification and (ii) the Indemnifying Party desires to defend
against such Third Party Claim, then the Indemnifying Party shall have the
right to assume and control, at its sole cost, expense and liability, the
defense of such Third Party Claim by appropriate proceedings with counsel
reasonably acceptable to the Indemnified Party. The Indemnified Party may
participate in any such defense or settlement, at its sole cost and expense.

(c) If (i) the Indemnifying Party disputes the
Indemnified Party's right of reimbursement with respect to a Third Party Claim,
(ii) the Indemnifying Party does not dispute such right of reimbursement but
fails to promptly assume and prosecute the defense of such Third Party Claim,
or (iii) the Indemnified Party reasonably believes that a conflict of interest
exists between the Indemnified Party and the Indemnifying Party, then the
Indemnified Party shall be entitled to assume and control (at the Indemnifying
Party's sole cost, expense and liability) the defense of such Third Party Claim
with counsel reasonably acceptable to Indemnifying Party. If the Indemnifying
Party does not assume the defense of a Third Party Claim for any reason, it may
still participate in, but not control, the defense of such Third Party Claim at
the Indemnifying Party's sole cost and expense.

(d) The party responsible for the defense of any Third
Party Claim (the "Responsible Party") shall, to the extent reasonably requested
by the other party, keep such other party informed as to the status of any
Third Party Claim for which such other party is not the Responsible Party,
including, without limitation, all settlement negotiations and offers. Each
party shall make available to the other party and its representatives
(including accountants and counsel) all books and records of such party
relating to such Third Party Claim and shall render to each other such
assistance and access to the books and records that they may reasonably require
of each other in order to ensure the proper and adequate defense of such Third
Party Claim, including, without limitation, making employees available (upon
reasonable advance notice and with due regard for prior scheduling commitments)
to testify in any proceeding, pretrial deposition or otherwise, except that
unless required to do so by

5
64
valid governmental or judicial order or legal process, a party shall not be
required to make available to the other party any books, records, documents or
other information that such party reasonably determines to be confidential or
subject to attorney-client privilege until the other party shall have entered
into such agreements as is reasonably necessary in light of all the surrounding
circumstances to protect such confidentiality or privilege.

(e) Neither the Indemnified Party nor the Indemnifying
Party shall enter into any settlement of any Third Party Claim without the
prior written consent of the other party (which shall not be unreasonably
withheld or delayed). The Responsible Party shall promptly notify the other
party of each settlement offer (including whether or not the Responsible Party
is willing to accept the proposed settlement offer) with respect to a Third
Party Claim. Such other party agrees to notify the Responsible Party with
reasonable promptness whether or not such party is willing to accept the
proposed settlement offer.

Section 2.4 Procedures Regarding Direct Claims. In the event that an
Indemnified Party has a claim for reimbursement which does not involve a Third
Party Claim (a "Direct Claim"), the Indemnified Party shall notify the
Indemnifying Party (and if Seller is the Indemnifying Party and any Funds
continue to be held by Agent, Agent as well) with reasonable promptness,
specifying, to the extent known, the nature, circumstances and amount of such
Direct Claim (a "Direct Claim Notice" and together with Third Party Claim
Notices, the "Claim Notices"), including with particularity the specific
representation and warranty or covenant and agreement alleged to have been
breached and the manner in which such representation and warranty or covenant
and agreement is alleged to have been breached. Failure to give such
reasonably prompt notice shall not relieve the Indemnifying Party of its
obligations under this Article 2, except to the extent the Indemnifying Party
is materially prejudiced thereby. If the Indemnifying Party notifies the
Indemnified Party that it disputes the Indemnified Party's right of
reimbursement with respect to a particular Direct Claim, the Indemnified Party
and the Indemnifying Party shall use their reasonable efforts to negotiate a
resolution of such dispute promptly. Nothing herein shall be deemed to prevent
the Indemnified Party from initiating litigation under this Agreement, and
subject to the limitations contained herein, against the Indemnifying Party
with respect to any Direct Claim disputed by the Indemnifying Party for the
purpose of obtaining a Final Determination in order to establish the
Indemnified Party's right to reimbursement hereunder.

6
65
ARTICLE III

LIMITATIONS ON LIABILITY

Section 3.1 Limitations on Reimbursement. (a) The Buyer Indemnitees
shall not be entitled to indemnification pursuant to Section 2.1 unless and
until aggregate Buyer Indemnitees' Damages for which indemnification otherwise
would be available under Section 2.1 exceed $170,455 (the "Indemnification
Basket"), in which event the Buyer Indemnitees shall be entitled to
reimbursement hereunder for the amount of all such Damages (including the
initial $170,455).

(b) Except with respect to indemnification pursuant to
Section 2.1(a) for the breach by Seller of any representation or warranty set
forth in Section 6.1.8 (as to title to assets only), 6.1.9 (as to title to
assets only) or 6.1.17 (as to title to assets only) of the Asset Purchase
Agreement (including any bring-down of any such representation or warranty
pursuant to any certificate delivered at Closing), the right to reimbursement
from the Funds shall constitute the sole remedy of any Buyer Indemnitee with
respect to any matter for which such Buyer Indemnitee is entitled to
indemnification under Section 2.1(a) or, as to breaches prior to the Closing,
Section 2.1(b).

(c) Any claim by any Buyer Indemnitee for reimbursement
under Section 2.1(a) must be asserted within the period of survival, as set
forth in the Asset Purchase Agreement, of the representation or warranty with
respect to which such claim relates.

(d) After the Expiration Date, no Buyer Indemnitee may
assert any claim for reimbursement from the Funds.

(e) For all purposes of this Agreement, the amount of
Damages, and the amount reimbursable with respect thereto, shall be reduced to
the extent of any insurance proceeds or other third party recovery received by
the Indemnified Party with respect to such Damages. If the Indemnified Party
receives any such insurance proceeds or other recovery after the Indemnifying
Party shall have made any payment to the Indemnified Party with respect to such
Damages, the Indemnified Party shall promptly return such payment to the
Indemnifying Party to the extent of insurance proceeds or other recovery
received; provided, however, that any such payment returned to Seller prior to
the Expiration Date shall be placed in the Account and become part of the Funds
and such amount shall not be deemed to have been paid to any Indemnified Party
as Damages under this Agreement. The Indemnified Party shall timely file
claims for insurance proceeds and pursue all other reasonable third party
reimbursement rights with respect to any Damages sustained by the Indemnified
Party.

7
66
(f) An Indemnified Party's rights to reimbursement or
indemnification for Damages resulting from any untrue or incorrect
representation or warranty of the Indemnifying Party shall not be affected by
any investigation made by the Indemnified Party or whether or not the
Indemnified Party relied upon such untrue or incorrect representation or
warranty; provided, however, that no Indemnified Party shall be entitled to
reimbursement or indemnification for Damages resulting from an untrue or
incorrect representation or warranty of the Indemnifying Party if (i) the fact
that such representation or warranty was untrue or incorrect was disclosed in
writing to the Indemnified Party prior to the Closing (along with an
acknowledgement by the Indemnifying Party that the conditions to the
Indemnified Party's obligation to effect the Closing, as a result of the
failure of such representation or warranty to be true and correct, are not
satisfied) and (ii) the Indemnified Party nevertheless determines to effect the
Closing.

ARTICLE IV

AGENT

Section 4.1 Rights and Responsibilities of Agent. (a) The duties
and responsibilities of Agent shall be limited to those expressly set forth in
this Agreement and it shall not be subject to, nor obligated to recognize, any
other agreement between, or direction or instruction of, the parties to this
Agreement, unless such agreement, direction or instruction is in writing and is
signed by both Buyer and Seller.

(b) If any controversy arises between the parties to this
Agreement, or with any other party, concerning the subject matter of this
Agreement, its terms or conditions, Agent will not be required to determine the
controversy or to take any action regarding it. Agent may hold all documents
and funds and may wait for settlement of any such controversy by final
appropriate legal proceedings or other means as, in Agent's discretion, Agent
may require, despite what may be set forth elsewhere in this Agreement. In
such event, Agent will not be liable for interest or damage. Furthermore,
Agent may, at its option, file an action of interpleader requiring the parties
to answer and litigate any claims and rights among themselves. Agent is
authorized to deposit with the clerk of the court all documents and funds held
in escrow. All costs, expenses, charges and reasonable attorney fees incurred
by Agent due to the interpleader action shall be paid one-half by Buyer and
one-half by Seller, in each case jointly and severally. Upon initiating such
action, Agent shall be fully released and discharged of and from all
obligations and liability imposed by the terms of this Agreement.

8
67
(c) In performing any duties under the Agreement, Agent
shall not be liable to any party for damages, losses, or expenses, except as a
result of gross negligence or willful misconduct on the part of Agent. Agent
shall not incur any such liability for any action taken or omitted in reliance
upon any instrument, including any written statement or affidavit provided for
in this Agreement that Agent shall in good faith believe to be genuine, nor
will Agent be liable or responsible for forgeries, fraud, impersonations, or
determining the scope of any representative authority. In addition, Agent may
consult with legal counsel in connection with Agent's duties under this
Agreement and shall be fully protected in any act taken, suffered, or permitted
by it in good faith in accordance with the advice of counsel. In the absence
of knowledge that any action taken or purported to be taken hereunder is
wrongful, Agent is not responsible for determining and verifying the authority
of any person acting or purporting to act on behalf of any party to this
Agreement.

(d) Agent, and any successor Agent, may resign at any
time as escrow agent hereunder by giving at least 30 days prior written notice
to Seller and Buyer. Upon such resignation and the appointment of a successor
escrow agent, the resigning Agent shall be absolved from any and all liability
in connection with the exercise of its powers and duties as escrow agent
hereunder except for liability arising in connection with its own gross
negligence or willful misconduct. Upon their receipt of notice of resignation
from Agent, Buyer and Seller shall use commercially reasonable efforts jointly
to designate a successor Agent. In the event Buyer and Seller do not agree
upon a successor escrow agent within 30 days after the receipt of such notice,
Agent so resigning may petition any court of competent jurisdiction for the
appointment of a successor Agent or other appropriate relief and any such
resulting appointment shall be binding upon all parties hereto. By mutual
agreement, Buyer and Seller shall have the right at any time upon not less than
10 days' prior written notice to Agent to terminate the appointment of Agent,
or successor Agent, as escrow agent hereunder. Agent or successor Agent shall
continue to act as escrow agent until a successor is appointed and qualified to
act as Agent.

Section 4.2 Fees and Expenses of Agent. Agent shall (a) be paid a
fee for its services under this Agreement as provided by Exhibit A and (b) be
entitled to reimbursement for reasonable expenses (including the reasonable
fees and disbursements of its counsel engaged pursuant to Sections 1.3 and/or
1.4 hereof, or otherwise) actually incurred by it in connection with its duties
under this Agreement (collectively, the "Agent Fees and Expenses"). All Agent
Fees and Expenses shall be paid one-half by Buyer and one-half by Seller.
Escrow Agent shall have a lien upon the Funds for payment of its fees and
expenses. Escrow Agent may pay itself from the Funds for any fees and expenses
for which it has not been paid.

9
68
Section 4.3 Indemnification of Agent. The parties and their
respective successors and assigns agree jointly and severally to indemnify and
hold Agent harmless against any and all losses, claims, damages, liabilities,
and expenses, including reasonable costs of investigation, reasonable legal
counsel fees and disbursements that may be imposed on Agent or incurred by
Agent in connection with the performance of its duties under this Agreement,
including but not limited to any litigation arising from this Agreement or
involving its subject matter, provided, however, neither Buyer nor Seller nor
their successors and assigns need indemnify Agent for any loss, claim, damage,
liability or expense caused by Agent's gross negligence or willful misconduct.

ARTICLE V

MISCELLANEOUS

Section 5.1 Notices. All notices, requests, consents or other
communications required or permitted under this Agreement shall be in writing
and shall be deemed to have been duly given or delivered by any party (a) when
received by such party if delivered by hand, (b) upon confirmation when
delivered by telecopy, (c) within one day after being sent by recognized
overnight delivery service, or (d) upon receipt of a return receipt after being
mailed by certified mail, return receipt requested, and in each case addressed
as follows:

(i) if to Buyer or to any Buyer Indemnitee:

Chancellor Media Corporation of Los Angeles
000 Xxxx Xxx Xxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Telecopy No.: (000) 000-0000

with copies to:

Chancellor Media Corporation of Los Angeles
000 Xxxx Xxx Xxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxxxx
Telecopy No.: (000) 000-0000

10
69
and:

Weil, Gotshal & Xxxxxx LLP
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000-0000
Attention: Xxxxxxx X. Xxxxxx
Telecopy No.: (000) 000-0000

(ii) if to Seller or to any Seller Indemnitee, to:

Xenophon Zapis, Chairman
Zapis Communications Corporation
00 Xxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxx 00000
Telecopy No.: (000) 000-0000

with copies to:

Xxxx X. Xxxxx, President
Zapis Communications Corporation
0000 Xx. Xxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Telecopy No.: (000) 000-0000

and:

Xxxxx X. Xxxxxxx & Associates
0000 Xxxxxxxxxxxx Xxxxxxxx
00 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attention: Xxxxx X. Xxxxxxx
Telecopy No.: (000) 000-0000

11
70
(iii) if to Agent, to:

Mail or other Instructions

Key Trust Company of Ohio, N.A.
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, Xxxx 00000
Attention: Xxxxx X. Xxxxxxxxx
Telecopy No.: (000) 000-0000

Any party by written notice to the other parties pursuant to this Section 5.1
may change the address or the persons to whom notices or copies thereof shall
be directed.

Section 5.2 Assignment. This Agreement and the rights and duties
hereunder shall be binding upon and inure to the benefit of the parties hereto
and the successors and assigns of each of the parties to this Agreement. No
rights, obligations or liabilities hereunder shall be assignable by any party
without the prior written consent of the other parties, except that Buyer may
assign its rights under this Agreement without obtaining the prior written
consent of the other parties hereto to any person or entity to whom, pursuant
to the Asset Purchase Agreement, Buyer is permitted to assign all or a portion
of its rights under the Asset Purchase Agreement, provided that any such
assignee duly executes and delivers an agreement to assume Buyer's obligations
under this Agreement and that Buyer remains liable with respect to such
obligations.

Section 5.3 Amendment. This Agreement may be amended or modified
only by an instrument in writing duly executed by Agent, Buyer and Seller.

Section 5.4 Waivers. Any waiver by any party hereto of any breach of
or failure to comply with any provision of this Agreement by any other party
hereto shall be in writing and shall not be construed as, or constitute, a
continuing waiver of such provision, or a waiver of any other breach of, or
failure to comply with, any other provision of this Agreement.

Section 5.5 Construction. This Agreement shall be construed and
enforced in accordance with and governed by the laws of the State of Ohio
without giving effect to the choice of law provisions thereof. The headings in
this Agreement are solely for convenience of reference and shall not be given
any effect in the construction or interpretation of this Agreement. Unless
otherwise stated, references to Sections and Exhibits are references to
Sections and Exhibits of this Agreement.

12
71
Section 5.6 Third Parties. Nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer upon or give any person
or entity other than Buyer, Buyer Indemnitees, Seller, Seller Indemnitees and
Agent any rights or remedies under, or by reason of, this Agreement.

Section 5.7 Termination. This Agreement shall terminate at the time
of the final resolution of all Pending Claims and, if any amount remains
thereunder, disbursement of the Funds, all in accordance with the provisions of
this Agreement.

Section 5.8 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed any original and all of which
together shall constitute a single instrument.

Section 5.9 Waiver of Offset Rights. Agent hereby waives any and all
rights to offset that it may have against the Funds including, without
limitation, claims arising as a result of any claims, amounts, liabilities,
costs, expenses, damages, or other losses that Agent may be otherwise entitled
to collect from any party to this Agreement.

13
72
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers as of the day and year first
written above.

BUYER:

CHANCELLOR MEDIA CORPORATION OF
LOS ANGELES

By:
--------------------------------
Xxxx X. Xxxxxx
Senior Vice President

SELLER:

ZAPIS COMMUNICATIONS CORPORATION

By:
--------------------------------
Xenophon Zapis
Chairman

AGENT:

KEY TRUST COMPANY OF OHIO, N.A.

By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------

73
EXHIBIT A

Fees of Agent

$2,500.00 Annual Escrow Agent Fee for Administration.

Escrow Fee will be payable upon execution of the Escrow Agreement and annually
thereafter on the anniversary date of the agreement.

Document Metadata

Table of Contents

1 EXHIBIT 2.48 ASSET PURCHASE AGREEMENT

Document Metadata