FIRST AMENDMENT TO ASSET EXCHANGE AGREEMENT
THIS FIRST AMENDMENT TO ASSET EXCHANGE AGREEMENT (this "Amendment") is made and
entered on May 31, 2000, among the company or companies designated as Clear Channel on the signature page
hereto (collectively, "Clear Channel") and the company or companies designated as Exchange Party on the
signature page hereto (collectively, "Exchange Party"), under the following circumstances:
A. Clear Channel and Exchange Party entered into an Asset Exchange Agreement dated March 12, 2000 (the
"Asset Exchange Agreement").
B. Clear Channel and Exchange Party desire to amend the Asset Exchange Agreement as hereinafter provided.
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:
SECTION 1. DEFINITIONS. Capitalized terms used and not otherwise defined herein are used with the
meaning set forth in the Asset Exchange Agreement.
SECTION 2. RECITAL B. The definition of "Exchange Party Stations" as set forth in Recital B shall only include
the following stations:
WYHT-FM, WSWR-FM and WMAN-AM, licensed to Mansfield/Shelby, Ohio, and KATJ-FM, KZXY-FM,
KIXA-FM, KROY-AM and KIXW-AM, licensed to Victorville, California.
The definition of "Exchange Party Stations" shall no longer include the following stations:
KTPI-FM and KAVC-AM licensed to Mojave and Tehachapi (ie:
Palmdale), California and KOSS-FM, licensed to Lancaster, California.
SECTION 3. PURCHASE PRICE. The Cash Payment of SIXTY-SEVEN MILLION
DOLLARS ($67,000,000) as set forth in Section 3.1 to the Asset Exchange Agreement shall be increased by
THIRTEEN MILLION FOUR HUNDRED SIXTY-FIVE THOUSAND DOLLARS ($13,465,000) for a total
revised Cash Payment of EIGHTY MILLION FOUR HUNDRED SIXTY-FIVE THOUSAND DOLLARS
SECTION 4. SCHEDULES. Those portions of the Exchange Party Schedules which relate to KTPI-FM and
KAVC-AM licensed to Mojave a