ASSET EXCHANGE AGREEMENT
THIS ASSET EXCHANGE AGREEMENT (this "Agreement") is made as of March 12, 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,
A. Clear Channel owns and operates the following radio broadcast stations (collectively, the "Clear Channel
Stations") pursuant to certain authorizations issued by the Federal Communications Commission (the "FCC"):
WABT-FM, WGNA-AM, WGNA-FM, WQBJ-FM, WQBK-FM and WTMM-AM licensed to
Albany, New York; and
WGRD-FM, WLHT-FM and WTRV-FM licensed to Grand Rapids, Michigan.
B. Exchange Party owns and operates the following radio broadcast stations (collectively, the "Exchange Party
Stations") pursuant to certain authorizations issued by the FCC:
WYHT-FM, WSWR-FM and WMAN-AM, licensed to Mansfield/Shelby, Ohio; and
KTPI-FM and KAVC-AM licensed to Mojave and Tehachapi (i.e.: Palmdale), California; and
KATJ-FM, KZXY-FM, KIXA-FM, KROY-AM and KIXW-AM licensed to Victorville, California; and
KOSS-FM, licensed to Lancaster, California.
C. Subject to the terms and conditions set forth herein, the parties desire to exchange the Clear Channel Station
Assets (defined below) and the Exchange Party Station Assets (defined below). The parties intend the transaction
contemplated by this Agreement to be a like-kind exchange in accordance with the provisions of Section 1031 of
the Internal Revenue Code of 1986, as amended (the "Code").
D. Clear Channel Communications, Inc. and AMFM Inc. (Clear Channel's parent) and CCU Merger Sub, Inc.
are parties to an Agreement and Plan of Merger dated October 2, 1999 (the "AMFM Agreement").
NOW, THEREFORE, taking the foregoing into account, and in consideration of the mutual covenants and
agreements set forth herein, the parties, intending to be legally bound, hereby agree as follows: