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Agreement and Plan of Merger - Clear Channel Communications Inc. and The Ackerley Group Inc.

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                          AGREEMENT AND PLAN OF MERGER

                                      Among

                       CLEAR CHANNEL COMMUNICATIONS, INC.,

                                 CCMM SUB, INC.

                                       and

                            THE ACKERLEY GROUP, INC.

                           Dated as of October 5, 2001

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<PAGE>



                                TABLE OF CONTENTS
                                                                          PAGE


ARTICLE I THE MERGER  2
   SECTION 1.1.       The Merger............................................2
   SECTION 1.2.       Closing...............................................2
   SECTION 1.3.       Effective Time........................................2
   SECTION 1.4.       Effects of the Merger.................................2
   SECTION 1.5.       Certificate of Incorporation and Bylaws of the
                      Surviving Corporation.................................2
   SECTION 1.6.       Directors.............................................3
   SECTION 1.7.       Officers..............................................3

ARTICLE II EFFECT OF THE MERGER ON THE CAPITAL  STOCK OF THE  CONSTITUENT
                      CORPORATIONS;  EXCHANGE OF CERTIFICATES...............3
   SECTION 2.1.       Capital Stock of Merger Sub...........................3
   SECTION 2.2.       Cancellation of Treasury Stock and
                      Parent Owned Stock....................................3
   SECTION 2.3.       Conversion of Company Common Stock....................3
   SECTION 2.4.       Exchange of Certificates..............................4
   SECTION 2.5.       Stock Transfer Books..................................7

ARTICLE III REPRESENTATIONS AND WARRANTIES OF COMPANY.......................7
   SECTION 3.1.       Organization, Qualification, Etc......................7
   SECTION 3.2.       Capital Stock.........................................9
   SECTION 3.3.       Corporate Authority Relative to this Agreement;
                      No Violation..........................................9
   SECTION 3.4.       Reports and Financial Statements.....................10
   SECTION 3.5.       No Undisclosed Liabilities...........................11
   SECTION 3.6.       No Violation of Law..................................11
   SECTION 3.7.       Environmental Laws and Regulations...................11
   SECTION 3.8.       No Undisclosed Employee Benefit Plan Liabilities
                      or Severance Arrangements............................12
   SECTION 3.9.       Absence of Certain Changes or Events.................15
   SECTION 3.10.      Investigations; Litigation...........................15
   SECTION 3.11.      Proxy Statement; Registration Statement;
                      Other Information....................................15
   SECTION 3.12.      Tax Matters..........................................15
   SECTION 3.13.      Opinion of Financial Advisor.........................16
   SECTION 3.14.      Required Vote of Company Stockholders................17
   SECTION 3.15.      Insurance............................................17
   SECTION 3.16.      Real Property; Title; Valid Leasehold Interests......17
   SECTION 3.17.      Collective Bargaining Agreements and Labor...........17
   SECTION 3.18.      Material Contracts...................................18
   SECTION 3.19.      Takeover Statute.....................................18
   SECTION 3.20.      Transactions With Affiliates.........................18
   SECTION 3.21.      Intellectual Property................................18
   SECTION 3.22.      Company FCC Licenses; Operation of Company Licensed
                      Facilities...........................................20

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB.........21
   SECTION 4.1.       Organization, Qualification, Etc.....................21
   SECTION 4.2.       Capital Stock........................................22
   SECTION 4.3.       Corporate Authority Relative to This Agreement;
                      No Violation.........................................23
   SECTION 4.4.       Reports and Financial Statements.....................23
   SECTION 4.5.       No Undisclosed Liabilities...........................24
   SECTION 4.6.       No Violation of Law..................................24
   SECTION 4.7.       Environmental Laws and Regulations...................24
   SECTION 4.8.       Absence of Certain Changes or Events.................25
   SECTION 4.9.       Investigations; Litigation...........................25
   SECTION 4.10.      Proxy Statement; Registration Statement; Other
                      Information..........................................25
   SECTION 4.11.      Tax Matters..........................................26

ARTICLE V COVENANTS RELATING TO CONDUCT OF BUSINESS........................27
   SECTION 5.1.       Conduct of Business by Company or Parent.............27
   SECTION 5.2.       Proxy Material; Registration Statement...............29
   SECTION 5.3.       Stockholders' Meeting................................31
   SECTION 5.4.       Approvals and Consents; Cooperation..................31
   SECTION 5.5.       Access to Information; Confidentiality...............32
   SECTION 5.6.       Affiliates...........................................32
   SECTION 5.7.       Rights Under Stock Plans.............................33
   SECTION 5.8.       Filings; Other Action................................34
   SECTION 5.9.       Further Assurances...................................37
   SECTION 5.10.      No Solicitation......................................37
   SECTION 5.11.      Director and Officer Liability.......................39
   SECTION 5.12.      Accountants' "Comfort" Letters.......................41
   SECTION 5.13.      Additional Reports...................................41
   SECTION 5.14.      Plan of Reorganization...............................42
   SECTION 5.15.      Conveyance Taxes; Fees...............................42
   SECTION 5.16.      Public Announcements.................................42
   SECTION 5.17.      Employee Benefits....................................42
   SECTION 5.18.      Transaction Expenses and Termination Fee.............43

ARTICLE VI CONDITIONS TO THE MERGER........................................44
   SECTION 6.1.       Conditions to the Obligations of each Party..........44
   SECTION 6.2.       Conditions to the Obligations of Parent and Merger
                      Sub..................................................45
   SECTION 6.3.       Conditions to the Obligations of Company.............46

ARTICLE VII TERMINATION, AMENDMENT AND WAIVER..............................46
   SECTION 7.1.       Termination or Abandonment...........................46
   SECTION 7.2.       Effect of Termination................................48

ARTICLE VIII GENERAL PROVISIONS............................................49
   SECTION 8.1.       Nonsurvival of Representations and Warranties;
                      Survival of Certain Covenants........................49
   SECTION 8.2.       Notices..............................................49
   SECTION 8.3.       Counterparts.........................................50
   SECTION 8.4.       Entire Agreement; No Third-Party Beneficiaries.......50
   SECTION 8.5.       Assignment...........................................50
   SECTION 8.6.       Governing Law........................................50
   SECTION 8.7.       Enforcement..........................................51
   SECTION 8.8.       Severability.........................................51
   SECTION 8.9.       Headings.............................................51
   SECTION 8.10.      Finders or Brokers...................................51
   SECTION 8.11.      Amendment............................................51
   SECTION 8.12.      Extension; Waiver....................................52
   SECTION 8.13.      Procedure for Termination, Amendment, Extension or
                      Waiver...............................................52




<PAGE>


                             INDEX OF DEFINED TERMS


Term                                                          Defined in Section
----                                                          ------------------
Acquisition Proposal.....................................................5.10(a)
Affiliate....................................................................3.1
Agreement...............................................................Preamble
Antitrust Divestiture  Condition..........................................5.8(b)
Benefit  Plan.............................................................3.8(a)
Business  Combination....................................................5.10(c)
Certificate of  Merger.......................................................1.3
Certificates..............................................................2.4(b)
Closing  Date................................................................1.2
Code................................................................ ...Preamble
Communications  Act..........................................................3.3
Company.............................................................. ..Preamble
Company Board  Recommendation................................................5.3
Company Certificate of  Incorporation.....................................1.5(a)
Company Class B  Stock..................................................Preamble
Company Common  Stock...................................................Preamble
Company Disclosure  Letter..............................Article III Introduction
Company  Group...........................................................3.12(a)
Company FCC Licenses.....................................................3.22(a)
Company Filed SEC  Reports...................................................3.5
Company Licensed  Facility...............................................3.22(a)
Company LMA  Facility....................................................3.22(b)
Company LMA Facility FCC  Licenses.......................................3.22(b)
Company Material  Contracts..............................................3.18(a)
Company Ordinary Common  Stock..........................................Preamble
Company  Representatives.................................................5.10(a)
Company SEC  Reports.........................................................3.4
Company Special  Meeting.....................................................5.3
Company Stockholder  Approval................................................5.3
Confidentiality  Agreement...................................................5.5
Conversion  Ratio............................................................2.3
Conveyance  Taxes...........................................................5.15
Current  Employees..........................................................5.17
DGCL.........................................................................1.1
Effective  Time..............................................................1.3
Employee  ................................................................3.8(a)
Employee Stock Option  Plan...............................................3.2(a)
Environmental  Laws.......................................................3.7(a)
ERISA....................................................................3.8(a)
ERISA  Affiliate..........................................................3.8(c)
ESPP.....................................................................3.2(c)
Exchange  Act................................................................3.3
Exchange  Agent...........................................................2.4(a)
Exchange  Fund............................................................2.4(a)
FCC.........................................................................3.3
FCC Divestiture  Condition................................................5.8(c)
GAAP.........................................................................3.4
Government Antitrust  Entity..............................................5.8(b)
Governmental  Entity......................................................6.1(c)
HSR  Act.....................................................................3.3
Indemnifiable  Claim.....................................................5.11(b)
Indemnitees..............................................................5.11(b)
Indemnitee  Costs........................................................5.11(b)
Indemnitee  Expenses.....................................................5.11(b)
Indemnity  Agreement.....................................................5.11(a)
Initial  Period..............................................................7.1
Intellectual  Property...................................................3.21(g)
interested  stockholder..................................................5.10(c)
Jacor.....................................................................4.2(j)
Knowledge.................................................................3.7(b)
Liens........................................................................3.1
Material Adverse  Effect.....................................................3.1
Material  Subsidiary.....................................................5.10(a)
Merger..................................................................Preamble
Merger  Consideration........................................................2.3
Merger  Sub.............................................................Preamble
NYSE..................................................................5.4(a)(ii)
Option....................................................................5.7(a)
Parent..................................................................Preamble
Parent Common  Stock....................................................Preamble
Parent Disclosure  Letter................................Article IV Introduction
Parent Filed SEC  Reports....................................................4.5
Parent  Group............................................................4.11(a)
Parent Preferred  Stock......................................................4.2
Parent SEC  Reports..........................................................4.4
Pension  Plan.............................................................3.8(b)
person....................................................................2.4(j)
Plans.....................................................................3.8(b)
Proxy  Statement..........................................................5.2(a)
Purchase  Date............................................................5.7(c)
Registration  Statement...................................................5.2(a)
SEC..........................................................................3.4
Securities  Act..............................................................3.1
Significant  Subsidiary......................................................3.1
Subsidiary..................................................................3.1
Superior  Proposal.......................................................5.10(a)
Surviving  Corporation.......................................................1.1
Taxes....................................................................3.12(a)
Tax  Returns.............................................................3.12(a)
Termination  Fee.........................................................5.18(c)
Transaction  Expenses....................................................5.18(b)
Voting Agreements............................................... .......Preamble


<PAGE>



                          AGREEMENT AND PLAN OF MERGER


     This  AGREEMENT AND PLAN OF MERGER,  dated October 5, 2001, is entered into
by and among Clear Channel Communications, Inc., a Texas corporation ("Parent"),
CCMM Sub, Inc., a Delaware  corporation and a wholly-owned  subsidiary of Parent
("Merger  Sub"),   and  The  Ackerley  Group,   Inc.,  a  Delaware   corporation
("Company").

                              W I T N E S S E T H:

     WHEREAS,  the  respective  Boards of  Directors  of Parent,  Merger Sub and
Company have  approved the  acquisition  of Company by Parent upon the terms and
subject  to the  conditions  set  forth in this  Agreement  and Plan of  Merger,
including, without limitation, the exhibits attached hereto (collectively,  this
"Agreement");

     WHEREAS,  the  respective  Boards of  Directors  of Parent,  Merger Sub and
Company  have  approved  the merger of Merger  Sub with and into  Company as set
forth  below (the  "Merger")  upon the terms and subject to the  conditions  set
forth in this  Agreement,  whereby each issued and  outstanding  share of common
stock, par value $0.01 per share, of Company  ("Company  Ordinary Common Stock")
and each issued and outstanding  share of Class B common stock,  par value $0.01
per share,  of Company  ("Company  Class B Stock"  and,  together  with  Company
Ordinary Common Stock, "Company Common Stock"), other than shares owned directly
or indirectly by Parent, Merger Sub or Company, will be converted into shares of
common stock,  par value $0.10 per share,  of Parent  ("Parent Common Stock") in
accordance with the provisions of Article II of this Agreement;

     WHEREAS,  as a condition and  inducement to Parent's  willingness  to enter
into this  Agreement,  concurrently  with the  execution  and  delivery  of this
Agreement,  Parent and certain  stockholders of Company are entering into voting
agreements  dated as of the date of this  Agreement  (collectively,  the "Voting
Agreements")  pursuant to which each such stockholder has agreed to, among other
things,  (a) vote all the shares of Company  Ordinary Common Stock held by it in
favor of the proposal to approve and adopt this Agreement and the Merger and (b)
in lieu of any  damages to be paid by a  stockholder  to Parent,  the payment to
Parent of a specified  amount in  connection  with the  consummation  of certain
alternative transactions to the Merger;

     WHEREAS, for federal income tax purposes, the Merger is intended to qualify
as a reorganization  under the provisions of Section 368(a) of the United States
Internal Revenue Code of 1986, as amended (the "Code");

     WHEREAS,  Merger Sub is a direct,  wholly-owned subsidiary of Parent formed
solely for the purpose of effecting  the Merger and will conduct no activity and
incur no liability or obligation  other than as  contemplated by this Agreement;
and

     WHEREAS,   Parent,   Merger  Sub  and  Company   desire  to  make   certain
representations,  warranties,  covenants and  agreements in connection  with the
Merger and also to prescribe certain conditions to the Merger.

     NOW, THEREFORE,  in consideration of the foregoing and the mutual covenants
and  agreements  herein  contained,  and  intending to be legally  bound hereby,
Parent, Merger Sub and Company hereby agree as follows:

                                   ARTICLE I
                                   THE MERGER

SECTION 1.1 The Merger.  Upon the terms and subject to the  conditions set forth
in this Agreement and the Delaware General Corporation Law (the "DGCL"),  Merger
Sub will be merged with and into  Company at the  Effective  Time of the Merger.
Following the Merger, the separate corporate existence of Merger Sub will cease,
and  Company  will  continue  as  the  surviving   corporation  (the  "Surviving
Corporation")  and will succeed to and assume all the rights and  obligations of
Merger Sub in accordance with the DGCL.

SECTION 1.2 Closing.  The closing of the Merger will take place at 10:00 a.m. on
a date to be  specified  by the  parties  which will be no later than the second
business day after the  satisfaction  or waiver of the  conditions  set forth in
Article VI (other than those conditions that by their nature are to be satisfied
at the Closing,  but subject to the  satisfaction or waiver of such  conditions)
(the  "Closing  Date") at the  offices  of Akin,  Gump,  Strauss,  Hauer & Feld,
L.L.P.,  1700 Pacific Avenue,  Suite 4100, Dallas,  Texas 75201,  unless another
date or place is agreed to in writing by the parties hereto.

SECTION 1.3 Effective  Time.  On the Closing Date,  the parties will execute and
file in the office of the Secretary of State of Delaware a certificate of merger
(a "Certificate  of Merger")  executed in accordance with the DGCL and will make
all other filings or  recordings,  if any,  required under DGCL. The Merger will
become effective at the time of filing of the Certificate of Merger,  or at such
later time as is agreed upon by the parties  hereto and set forth  therein (such
time as the Merger  becomes  effective  is referred to herein as the  "Effective
Time").

SECTION 1.4 Effects of the Merger. The Merger will have the effects set forth in
the DGCL.

SECTION  1.5   Certificate  of   Incorporation   and  Bylaws  of  the  Surviving
Corporation.

     (a)  Certificate  of  Incorporation.  The Fourth  Restated  Certificate  of
Incorporation  of Company (the "Company  Certificate  of  Incorporation")  as in
effect  immediately  prior to the Effective Time will become the  Certificate of
Incorporation  of the  Surviving  Corporation  after  the  Effective  Time,  and
thereafter  may be amended as provided  therein and as permitted by law and this
Agreement.

     (b) Bylaws.  The Bylaws of Merger Sub as in effect immediately prior to the
Effective  Time will become the Bylaws of the  Surviving  Corporation  after the
Effective  Time,  and  thereafter  may be amended  as  provided  therein  and as
permitted by law and this Agreement.

SECTION 1.6  Directors.  The  directors of Merger Sub  immediately  prior to the
Effective Time will become the directors of the Surviving Corporation, until the
earlier of their resignation or removal or until their respective successors are
duly elected and qualified, as the case may be.

SECTION 1.7 Officers. The officers of Company immediately prior to the Effective
Time will become the officers of the Surviving Corporation, until the earlier of
their  resignation  or removal or until  their  respective  successors  are duly
elected and qualified, as the case may be.

                                   ARTICLE II
          EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT
                     CORPORATIONS; EXCHANGE OF CERTIFICATES

SECTION 2. 1Capital Stock of Merger Sub. As of the Effective  Time, by virtue of
the  Merger  and  without  any action on the part of the holder of any shares of
Company Common Stock or any shares of capital stock of Merger Sub, each share of
common stock,  par value $0.01 per share,  of Merger Sub issued and  outstanding
immediately  prior to the Effective  Time will be converted  into and become one
fully paid and  nonassessable  share of common stock, par value $0.01 per share,
of the Surviving  Corporation,  and such converted  shares,  collectively,  will
represent  all of the  issued and  outstanding  capital  stock of the  Surviving
Corporation.

SECTION 2.2  Cancellation  of Treasury  Stock and Parent Owned Stock.  As of the
Effective  Time,  by virtue of the Merger and  without any action on the part of
the holder of any shares of Company  Common Stock or any shares of capital stock
of Merger Sub, each share of Company  Common Stock issued and held,  immediately
prior to the Effective Time, in Company's treasury or by any of Company's direct
or indirect  wholly-owned  subsidiaries,  and each share of Company Common Stock
that is owned by Parent, Merger Sub or any other direct or indirect wholly-owned
subsidiary of Parent, will automatically be cancelled and retired and will cease
to exist, and no consideration will be delivered in exchange therefor.

SECTION 2.3   Conversion of Company Common Stock

     (a) Merger Consideration. As of the Effective Time, by virtue of the Merger
and without any action on the part of the holder of any shares of Company Common
Stock or any shares of capital stock of Merger Sub,  subject to this Section 2.3
and Section 2.4(f),  each share of Company  Ordinary Common Stock and each share
of  Company  Class B Stock  issued  and  outstanding  immediately  prior  to the
Effective  Time (other than shares to be  cancelled in  accordance  with Section
2.2) will be converted into the right to receive 0.35 (the  "Conversion  Ratio")
duly authorized,  validly issued,  fully paid and nonassessable shares of Parent
Common  Stock  (together  with the amount of cash in lieu of  fractional  shares
payable  pursuant  to Section  2.4(f),  the "Merger  Consideration");  provided,
however,  that,  in any event,  if between  the date of this  Agreement  and the
Effective  Time,  the  outstanding  shares of Parent Common Stock will have been
changed into a different number of shares or a different class, by reason of any
stock  dividend,   subdivision,   reclassification,   recapitalization,   split,
combination  or  exchange  of  shares,   then  the  Conversion   Ratio  will  be
correspondingly  adjusted  to the  extent  appropriate  to  reflect  such  stock
dividend, subdivision, reclassification, recapitalization, split, combination or
exchange of shares.  As of the Effective Time, all such shares of Company Common
Stock will no longer be  outstanding  and will  automatically  be cancelled  and
retired  and will  cease  to  exist,  and  each  holder  of a  certificate  or a
certificate   which   immediately   prior  to  the  Effective  Time  represented
outstanding  shares of Company  Common  Stock will cease to have any rights with
respect thereto, except the right to receive the Merger Consideration.

SECTION 2.4   Exchange of Certificates.

     (a) Exchange  Agent.  From and after the Effective  Time,  Parent will make
available  to a bank or  trust  company  designated  by  Parent  and  reasonably
satisfactory to Company (the "Exchange  Agent"),  for the benefit of the holders
of Company Common Stock for exchange in accordance with this Article II, through
the  Exchange  Agent,  certificates  evidencing  such number of shares of Parent
Common Stock issuable to holders of Company Common Stock in the Merger  pursuant
to Section 2.3 and an amount of cash  payable to the  holders of Company  Common
Stock  pursuant to Section  2.4(d) and Section  2.4(f)  (such  certificates  for
shares of Parent Common Stock, together with any dividends or distributions with
respect thereto and cash in lieu of fractional shares as contemplated by Section
2.4(f),  being  hereinafter  referred to as the "Exchange  Fund").  The Exchange
Agent  will,   pursuant  to   irrevocable   instructions,   deliver  the  Merger
Consideration  contemplated to be issued pursuant to Section 2.3,  together with
any dividends or  distributions  with respect  thereto,  and the cash in lieu of
fractional  shares of Parent  Common  Stock to which such  holders are  entitled
pursuant  to  Section  2.4(f)  hereof  out  of  the  Exchange  Fund.  Except  as
contemplated  by Section 2.4(g)  hereof,  the Exchange Fund will not be used for
any other purpose.

     (b) Exchange  Procedures.  As promptly as  practicable  after the Effective
Time,  Parent  will  cause  the  Exchange  Agent  to mail to  each  holder  of a
certificate  or  certificates  which  immediately  prior to the  Effective  Time
represented  outstanding shares of Company Common Stock (the "Certificates") (i)
a letter of  transmittal  (which will be in customary form and will specify that
delivery will be effected,  and risk of loss and title to the Certificates  will
pass, only upon proper  delivery of the  Certificates to the Exchange Agent) and
(ii)  instructions  for use in effecting  the surrender of the  Certificates  in
exchange for  certificates  evidencing  shares of Parent Common Stock,  together
with any  dividends or  distributions  with  respect  thereto or cash in lieu of
fractional  shares of  Parent  Common  Stock to which  such  holder is  entitled
pursuant to Section 2.4(f) hereof.

     (c) Exchange of  Certificates.  Upon  surrender to the Exchange  Agent of a
Certificate for  cancellation,  together with such letter of  transmittal,  duly
executed and completed in accordance  with the  instructions  thereto,  and such
other documents as may be reasonably required pursuant to such instructions, the
holder of such  Certificate  will be entitled to receive in exchange  therefor a
certificate  representing  that number of whole  shares of Parent  Common  Stock
which such  holder's  shares of Company  Common Stock have been  converted  into
pursuant to this  Article II (and any cash in lieu of any  fractional  shares of
Parent Common Stock to which such holder is entitled  pursuant to Section 2.4(f)
and any  dividends  or other  distributions  to which  such  holder is  entitled
pursuant to Section  2.4(d)),  and the Certificate so surrendered will forthwith
be  cancelled.  In the event of a  transfer  of  ownership  of shares of Company
Common Stock which is not registered in the transfer records of Company,  shares
of Parent Common Stock,  cash in lieu of any fractional  shares of Parent Common
Stock to which  such  holder is  entitled  pursuant  to  Section  2.4(f) and any
dividends or other  distributions  to which such holder is entitled  pursuant to
Section  2.4(d) may be issued to a transferee  if the  Certificate  representing
such  shares  of  Company  Common  Stock is  presented  to the  Exchange  Agent,
accompanied  by all documents  required to evidence and effect such transfer and
by evidence  that any  applicable  stock  transfer  taxes have been paid.  Until
surrendered as contemplated by this Section 2.4, each Certificate will be deemed
at all times after the  Effective  Time to  represent  only the right to receive
upon such surrender the number of whole shares of Parent Common Stock into which
the  shares of Company  Common  Stock  formerly  represented  thereby  have been
converted, cash in lieu of any fractional shares of Parent Common Stock to which
such holder is entitled  pursuant to Section  2.4(f) and any  dividends or other
distributions to which such holder is entitled pursuant to Section 2.4(d).

     (d)  Distributions  with  Respect to  Unexchanged  Shares of Parent  Common
Stock. No dividends or other distributions  declared or made after the Effective
Time with respect to Parent  Common Stock with a record date after the Effective
Time will be paid to the holder of any unsurrendered Certificate with respect to
the shares of Parent Common Stock  represented  thereby,  and no cash payment in
lieu of any  fractional  shares  will be paid to any  such  holder  pursuant  to
Section  2.4(f),   until  the  holder  of  such   Certificate   surrenders  such
Certificate.  Subject to the effect of escheat,  tax or other  applicable  laws,
following surrender of any such Certificate, there will be paid to the holder of
the  certificates  representing  whole  shares of Parent  Common Stock issued in
exchange  therefor,  without  interest,  (i)  promptly,  the  amount of any cash
payable with respect to a fractional  share of Parent Common Stock to which such
holder is entitled  pursuant to Section  2.4(f) and the amount of  dividends  or
other  distributions with a record date after the Effective Time and theretofore
paid with respect to such whole shares of Parent Common  Stock,  and (ii) at the
appropriate payment date, the amount of dividends or other distributions, with a
record date after the  Effective  Time but prior to surrender and a payment date
occurring after  surrender,  payable with respect to such whole shares of Parent
Common Stock.

     (e) No Further Rights in Company Common Stock.  All shares of Parent Common
Stock issued upon conversion of the shares of Company Common Stock in accordance
with the terms hereof (including cash paid pursuant to Section 2.4(d) or Section
2.4(f))  will be deemed to have been issued in full  satisfaction  of all rights
pertaining to such shares of Company Common Stock.

     (f) No Fractional Shares.

          (i) No certificates or scrip representing  fractional shares of Parent
     Common   Stock  will  be  issued  upon  the   surrender   for  exchange  of
     Certificates,  no  dividend or  distribution  of Parent will relate to such
     fractional  share  interests and such  fractional  share interests will not
     entitle  the owner  thereof  to vote or to any rights of a  stockholder  of
     Parent.

          (ii) In lieu of the  issuance of  certificates  or scrip  representing
     fractional  shares of Parent Common  Stock,  Parent will pay each holder of
     Company  Common  Stock an amount in cash equal to the  product  obtained by
     multiplying  (A) the fractional  share interest to which such holder (after
     taking  into  account  all  shares  of  Company  Common  Stock  held at the
     Effective  Time by such  holder)  would  otherwise  be  entitled by (B) the
     average  of the  closing  prices  for a share  of  Parent  Common  Stock as
     reported on the NYSE  Composite  Transaction  Tape (as reported in THE WALL
     STREET  JOURNAL,  or, if not  reported  thereby,  any  other  authoritative
     source) for the five trading days immediately preceding the Closing Date.

          (iii) As soon as practicable  after the determination of the amount of
     cash, if any, to be paid to holders of Company Common Stock with respect to
     any fractional share interests, the Exchange Agent will make available such
     amounts  to  such  holders  of  Company  Common  Stock  subject  to  and in
     accordance with the terms of Section 2.4(d).

     (g)  Termination  of  Exchange  Fund.  Any  portion  of the  Exchange  Fund
(including any shares of Parent Common Stock) which remains undistributed to the
holders of Company Common Stock for nine months after the Effective Time will be
delivered to Parent,  upon demand,  and any holders of Company  Common Stock who
have not theretofore  complied with this Article II will thereafter look only to
Parent for the Merger  Consideration,  any cash in lieu of fractional  shares of
Parent  Common Stock to which they are entitled  pursuant to Section  2.4(f) and
any  dividends or other  distributions  with  respect to Parent  Common Stock to
which they are entitled pursuant to Section 2.4(d).

     (h) No  Liability.  None of the Exchange  Agent,  Parent nor the  Surviving
Corporation  will be liable to any holder of shares of Company  Common Stock for
any such shares of Parent  Common  Stock (or  dividends  or  distributions  with
respect  thereto)  or  cash  delivered  to a  public  official  pursuant  to any
abandoned property, escheat or similar law.

     (i) Withholding Rights.  Each of the Surviving  Corporation and Parent will
be entitled to deduct and  withhold  from the  consideration  otherwise  payable
pursuant to this  Agreement to any holder of shares of Company Common Stock such
amounts as it is required to deduct and  withhold  with respect to the making of
such payment  under the Code,  or any  provision of state,  local or foreign tax
law. To the extent that amounts are so withheld by the Surviving  Corporation or
Parent,  as the case may be,  such  withheld  amounts  will be  treated  for all
purposes  of this  Agreement  as having been paid to the holder of the shares of
Company Common Stock in respect of which such deduction and withholding was made
by the Surviving Corporation or Parent, as the case may be.

     (j) Lost  Certificates.  If any Certificate will have been lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
such  Certificate  to be lost,  stolen or  destroyed  and,  if  required  by the
Surviving Corporation,  the posting by such person of a bond, in such reasonable
amount as the Surviving  Corporation may direct,  as indemnity against any claim
that may be made against it with respect to such Certificate, the Exchange Agent
will issue in exchange for such lost, stolen or destroyed Certificate the Merger
Consideration,  any cash in lieu of fractional  shares of Parent Common Stock to
which the  holders  thereof  are  entitled  pursuant  to Section  2.4(f) and any
dividends  or other  distributions  to which the holders  thereof  are  entitled
pursuant to this Agreement.  For the purposes of this Agreement,  "person" means
any natural  person,  firm,  individual,  business  trust,  trust,  association,
corporation,  partnership,  joint  venture,  company,  unincorporated  entity or
Governmental Entity.

SECTION 2.5 Stock  Transfer  Books.  At the Effective  Time,  the stock transfer
books of Company  will be closed and there  will be no further  registration  of
transfers  of shares of  Company  Common  Stock  thereafter  on the  records  of
Company.  From and  after  the  Effective  Time,  the  holders  of  Certificates
representing shares of Company Common Stock outstanding immediately prior to the
Effective  Time will cease to have any  rights  with  respect to such  shares of
Company Common Stock, except as otherwise provided herein or by law. On or after
the Effective Time, any  Certificates  presented to the Exchange Agent or Parent
for any reason will be converted into the Merger Consideration, any cash in lieu
of  fractional  shares of Parent  Common Stock to which the holders  thereof are
entitled pursuant to Section 2.4(f) and any dividends or other  distributions to
which the holders thereof are entitled pursuant to Section 2.4(d).

                                  ARTICLE III
                   REPRESENTATIONS AND WARRANTIES OF COMPANY

     Except as set forth in the disclosure letter delivered by Company to Parent
on the date of this  Agreement  ("Company  Disclosure  Letter"),  Company hereby
represents and warrants to Parent and Merger Sub as follows:

SECTION 3.1  Organization,  Qualification,  Etc.  Company is a corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware and has the  corporate  power and authority to own its  properties  and
assets and to carry on its  business  as it is now being  conducted  and is duly
qualified to do business and is in good standing in each  jurisdiction  in which
the  ownership of its  properties  or the conduct of its business  requires such
qualification, except for jurisdictions in which such failure to be so qualified
or to be in good standing would not, in the aggregate, reasonably be expected to
have a Material Adverse Effect on Company.  The copies of Company's  charter and
bylaws which have been made  available for inspection by Parent are complete and
correct  and in full  force and  effect on the date of this  Agreement.  Each of
Company's  Subsidiaries  is  a  corporation,   limited  partnership  or  limited
liability  company duly organized,  validly  existing and in good standing under
the  laws  of  its  jurisdiction  of  incorporation  or  organization,  has  the
corporate,  limited partnership or limited liability company power and authority
to own its properties and to carry on its business as it is now being conducted,
and  is  duly  qualified  to  do  business  and  is in  good  standing  in  each
jurisdiction  in which the  ownership  of its  property  or the  conduct  of its
business  requires such  qualification,  except for  jurisdictions in which such
failure  to be  so  qualified  or to be in  good  standing  would  not,  in  the
aggregate,  reasonably be expected to have a Material Adverse Effect on Company.
Company has made  available for  inspection by Parent true and correct copies of
the charter and bylaws of each significant  Subsidiary (as defined in Regulation
S-X  promulgated  under the Securities Act of 1933, as amended (the  "Securities
Act"))  ("Significant  Subsidiary") and each such organizational  document is in
full force and effect on the date of this Agreement.  All the outstanding shares
of capital stock of, or other ownership interests in, Company's Subsidiaries are
validly issued, fully paid and nonassessable and are owned by Company,  directly
or indirectly, free and clear of any encumbrance,  hypothecation,  infringement,
lien, mortgage, pledge, restriction, security interest, title retention or other
security arrangement,  or any adverse right or interest,  charge or claim of any
nature  whatsoever  of, on, or with  respect to any asset,  property or property
interest,  not including (i) liens for water and sewer charges and current taxes
not yet due and  payable or being  contested  in good  faith,  (ii)  mechanics',
carriers', workers', repairers', materialmen's, warehousemen's and other similar
liens  arising or incurred in the  ordinary  course of business  (iii) all liens
approved  in  writing  by Parent or (iv)  restrictions  on  transfer  imposed by
federal or state  securities  laws  ("Liens").  There are no  existing  options,
rights  of  first  refusal,  preemptive  rights,  calls  or  commitments  of any
character  relating to the issued or unissued  capital stock or other securities
of, or other ownership interests in, any Subsidiary of Company.

For purposes of this Agreement,  "Material  Adverse Effect" means,  when used in
connection  with Company or Parent,  any change or effect that (i) is materially
adverse to the  business,  financial  condition or results of operations of such
party and its  Subsidiaries  taken as a whole or (ii)  substantially  impairs or
delays the  consummation  of the  transactions  contemplated  hereby;  provided,
however,  in either such event,  "Material  Adverse Effect" will not include any
change or effect that results from any legal,  financial or other  effects on or
to Company and its  Subsidiaries  taken as a whole,  Parent and its Subsidiaries
taken as a whole,  or their  respective  businesses  taken as a whole,  that may
arise from or are in any way related to: (A) any public or nonpublic  discussion
initiated by or  involving  public  officials,  any  announcement,  development,
action or potential action, settlement,  negotiation,  legislation,  proposed or
enacted, judicial decision, order, judgment or change in status of any nature or
type,  which  contemplates,  proposes,  threatens or results in any voluntary or
nonvoluntary  cessation  of or a  legal  ban or  restrictions  on the use of the
outdoor advertising services of any person, (including Company, Parent or any of
their  respective  Subsidiaries)  by any person or group of  persons  seeking to
advertise  tobacco  products or products  containing  alcohol;  (B) any economic
conditions  affecting the outdoor advertising  services industry as a whole; and
(C) any economic conditions affecting the radio industry as a whole.

For purposes of this  Agreement,  "Affiliate" of any person means another person
that directly or indirectly,  through one or more intermediaries,  controls,  is
controlled by, or is under common control with, such first person.

For purposes of this  Agreement,  "Subsidiary" or  "Subsidiaries"  of any person
means another person, an amount of the voting securities, other voting ownership
or  voting  partnership  interests  of which is  sufficient  to elect at least a
majority of its board of directors or other  governing body (or, if there are no
such voting  interests,  50% or more of the equity  interests of which) is owned
directly or indirectly by such first person.

For purposes of this Agreement,  with respect to any person,  "Knowledge"  means
the actual knowledge of the executive officers of such person.

SECTION  3.2  Capital  Stock.  The  authorized  stock  of  Company  consists  of
50,000,000  shares of Company  Ordinary  Common Stock and  11,406,510  shares of
Company Class B Stock.  As of September 21, 2001,  24,078,472  shares of Company
Ordinary Common Stock and 11,020,622 shares of Company Class B Stock were issued
and outstanding. All the outstanding shares of Company Ordinary Common Stock and
Company  Class  B  Stock  have  been  validly  issued  and are  fully  paid  and
nonassessable.   As  of   September   21,  2001,   there  were  no   outstanding
subscriptions,  options,  warrants,  rights or other arrangements or commitments
obligating Company to issue any shares of its stock other than:

     (a) options or other rights to receive or acquire 612,000 shares of Company
Ordinary Common Stock pursuant to the Fifth Amended and Restated Employees Stock
Option Plan, as amended and restated in 2001 (the "Employee Stock Option Plan");

     (b) rights to acquire the number of shares of Company Ordinary Common Stock
eligible  to  be  purchased  pursuant  to  the  Non-employee-Directors'   Equity
Compensation Plan; and

     (c) rights to acquire the number of shares of Company Ordinary Common Stock
eligible to be purchased pursuant to payroll deductions under Company's Employee
Stock  Purchase  Plan (the  "ESPP") for  purchase  periods  ending  prior to the
Closing Date.

Except for the issuance of shares of Company  Ordinary  Common Stock pursuant to
the options and other rights  referred to in Section  3.2(a) and Section  3.2(b)
above and except as provided  for in Section  5.1(a)(viii),  since  December 31,
2000, no shares of Company Common Stock have been issued.

SECTION 3.3  Corporate  Authority  Relative  to this  Agreement;  No  Violation.
Company has the corporate  power and authority to enter into this  Agreement and
to carry out its  obligations  hereunder.  The  execution  and  delivery of this
Agreement and the consummation of the transactions contemplated hereby have been
duly and validly authorized by the Board of Directors of Company and, except for
the approval of its stockholders,  no other corporate proceedings on the part of
Company  are  necessary  to  authorize  this  Agreement  and  the   transactions
contemplated hereby. As of the date of this Agreement, the Board of Directors of
Company has determined that the transactions  contemplated by this Agreement are
advisable and in the best interest of its  stockholders and to recommend to such
stockholders  that they vote in favor thereof.  This Agreement has been duly and
validly executed and delivered by Company and,  assuming this Agreement has been
duly and validly  executed  and  delivered  by the other  parties  hereto,  this
Agreement  constitutes  a valid and binding  agreement  of Company,  enforceable
against Company in accordance  with its terms (except insofar as  enforceability
may be limited by applicable bankruptcy, insolvency, reorganization,  moratorium
or  similar  laws  affecting  creditors'  rights  generally,  or  by  principles
governing the availability of equitable remedies).  Company is not subject to or
obligated  under  any  charter,  bylaw or  contract  provision  or any  license,
franchise or permit, or subject to any order or decree,  which would be breached
or violated by its  executing or,  subject to the approval of its  stockholders,
carrying out this Agreement,  except for any breaches or violations  which would
not, in the case of any contract provision, license, franchise, permit, order or
decree,  in the  aggregate,  reasonably  be expected to have a Material  Adverse
Effect on  Company.  Other than in  connection  with or in  compliance  with the
provisions of the DGCL, the Securities Act, the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), the  Hart-Scott-Rodino  Antitrust  Improvements
Act of 1976,  as amended  (the "HSR Act"),  applicable  approvals of the Federal
Communications  Commission  (the "FCC")  pursuant to the  Communications  Act of
1934,   as   amended,   and  any   regulations   promulgated   thereunder   (the
"Communications  Act"), Section 4043 of ERISA, any other competition,  antitrust
and  investment  laws and the  securities  or blue sky or antitrust  laws of the
various states, and, other than the filing of the Certificate of Merger with the
Delaware Secretary of State and any necessary state filings to maintain the good
standing  or  qualification  of the  Surviving  Corporation,  no  authorization,
consent or approval of, or filing with, any Governmental Entity is necessary for
the consummation by Company of the transactions  contemplated by this Agreement,
except for such authorizations,  consents,  approvals or filings, the failure to
obtain or make which would not, in the aggregate, reasonably be expected to have
a  Material   Adverse  Effect  on  Company;   provided  that  Company  makes  no
representation  with respect to such of the  foregoing as are required by reason
of  the  regulatory  status  of  Parent  or any of  its  Subsidiaries  or  facts
specifically pertaining to any of them.

SECTION 3.4 Reports and Financial Statements. Since January 1, 1999, Company has
timely filed all material  reports,  registration  statements  and other filings
required to be filed by it with the U.S. Securities and Exchange Commission (the
"SEC") under the rules and  regulations of the SEC  (collectively,  the "Company
SEC  Reports").  As of their  respective  dates,  the  Company  SEC  Reports (i)
complied as to form in all material respects with the applicable requirements of
the Securities Act, the Exchange Act and the rules and  regulations  promulgated
thereunder  and (ii) did not contain any untrue  statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the  statements  therein,  in light of the  circumstances  under which they were
made, not misleading; provided, that the foregoing clause (ii) will not apply to
the financial  statements  included in Company SEC Reports (which are covered by
the following  sentence).  The audited  consolidated  financial  statements  and
unaudited  consolidated  interim  financial  statements  included in Company SEC
Reports  (including  any  related  notes and  schedules)  fairly  present in all
material  respects  the  financial  position  of  Company  and its  consolidated
Subsidiaries  as of the dates  thereof  and the results of  operations  and cash
flows for the periods or as of the dates then ended (subject, where appropriate,
to normal  year-end  adjustments),  in each case in  accordance  with  generally
accepted  accounting  principles  in the  United  States  ("GAAP")  consistently
applied during the periods involved (except as otherwise  disclosed in the notes
thereto  and  except  that the  unaudited  financial  statements  therein do not
contain all of the footnote disclosures required by GAAP).

SECTION  3.5  No  Undisclosed  Liabilities.  Neither  Company  nor  any  of  its
Subsidiaries  has any  liabilities or obligations of any nature,  whether or not
accrued, contingent or otherwise, that would be required by GAAP to be reflected
on a consolidated balance sheet, except liabilities or obligations (a) reflected
in any of the Company SEC Reports filed and publicly available prior to the date
of this Agreement (as amended to the date of this Agreement,  the "Company Filed
SEC Reports"),  (b) incurred  since December 31, 2000 in the ordinary  course of
business  in  accordance  with past  practice  or (c) which  would  not,  in the
aggregate, reasonably be expected to have a Material Adverse Effect on Company.

SECTION 3.6 No Violation of Law. The businesses of Company and its  Subsidiaries
are not being conducted in violation of any law,  ordinance or regulation of any
Governmental  Entity  applicable to them  (provided  that no  representation  or
warranty is made in this  Section 3.6 with respect to  Environmental  Laws which
are dealt with exclusively in Section 3.7) except (a) as described in any of the
Company  Filed SEC  Reports  and (b) for  violations  which  would  not,  in the
aggregate,  reasonably be expected to have a Material Adverse Effect on Company.
Company  and its  Subsidiaries  have  all  permits,  licenses  and  governmental
authorizations material to ownership or occupancy of their respective properties
and assets and the carrying on of their respective  businesses,  except for such
permits,  licenses and governmental  authorizations the failure of which to have
would not, in the aggregate,  reasonably be expected to have a Material  Adverse
Effect on Company.

SECTION  3.7  Environmental  Laws  and  Regulations.   The  representations  and
warranties  set forth in this Section 3.7 will be the exclusive  representations
and warranties of Company with respect to the subject  matter hereof.  Except as
described in any of the Company  Filed SEC Reports,  and except as would not, in
the  aggregate,  reasonably  be  expected to have a Material  Adverse  Effect on
Company:

     (a)  Compliance  with  Laws.  Company  and each of its  Subsidiaries  is in
material compliance with all applicable  federal,  state, local and foreign laws
and regulations currently in effect relating to pollution or protection of human
health or the environment (including,  without limitation,  ambient air, surface
water,   ground  water,  land  surface  or  subsurface  strata)   (collectively,
"Environmental  Laws"),  which compliance  includes,  but is not limited to, the
possession  by  Company  and its  Subsidiaries  of  material  permits  and other
governmental  authorizations  required under applicable  Environmental Laws, and
compliance with the terms and conditions thereof;

     (b) Environmental Actions.  Neither Company nor any of its Subsidiaries has
received  written  notice of, nor, to the  Knowledge of Company,  is Company the
subject  of, any  pending  actions,  causes of action,  claims,  investigations,
demands or notices by any person alleging  liability under or noncompliance with
any  Environmental  Law or  that  Company  or any  Subsidiary  is a  potentially
responsible party at any Superfund site or state-equivalent site;

     (c) No Hazardous  Substances.  To the  Knowledge  of Company,  there are no
hazardous  or toxic  substances  or  materials  (as those  terms are  defined by
applicable  Environmental  Laws)  at a  concentration  or level  which  requires
remedial  action  under  any  Environmental  Law at,  on,  under  or in any real
property currently or formerly owned or leased by Company or any Subsidiary;

     (d)  Material  Compliance.  To  the  Knowledge  of  Company,  there  are no
circumstances  that are reasonably  likely to prevent or interfere with material
compliance with Environmental Laws by Company or its Subsidiaries in the future;

     (e) No Disposal or Release.  To the  Knowledge of Company,  Company and its
Subsidiaries  have not disposed of or released  hazardous or toxic substances or
materials  (as those terms are defined by  applicable  Environmental  Laws) at a
concentration  or level which requires  remedial action under any  Environmental
Law at any  real  property  currently  owned  by or  leased  to  Company  or any
Subsidiary or at any other real property; and

     (f) No Environmental Indemnification.  Neither Company nor its Subsidiaries
have agreed in writing to indemnify any  predecessor or other party with respect
to any  environmental  liability,  other  than  customary  indemnity  provisions
contained in agreements entered into in the ordinary course of business.

SECTION 3.8 No  Undisclosed  Employee  Benefit  Plan  Liabilities  or  Severance
Arrangements.

     (a) Employee Benefit Plans. Each plan, program, policy, contract, agreement
or other  arrangement  providing for severance,  termination pay, stock or stock
related awards, change in control,  employment agreement,  deferred compensation
or other employee  benefits of any kind,  whether formal or informal,  funded or
unfunded, written or oral, including, without limitation, each "employee benefit
plan,"  within the meaning of Section  3(3) of the  Employee  Retirement  Income
Security Act of 1974,  as amended and any  regulations  promulgated  or proposed
thereunder  ("ERISA") (each a "Benefit Plan") is listed in Section 3.8(a) of the
Company  Disclosure  Letter other than any Benefit Plan which has an annual cost
of less than fifty thousand dollars  ($50,000).  True and complete copies of all
(i) Benefit  Plans,  including,  but not limited to, any trust  instruments  and
insurance  contracts  forming a part of any Benefit  Plans,  and all  amendments
thereto;  (ii) the most recent reports (Series 5500 and all schedules  thereto),
if any, required under ERISA or the Code in connection with each Benefit Plan or
related trust;  (iii) the most recent  determination  letters  received from the
Internal Revenue Service,  if any, for each Benefit Plan and related trust which
is intended to satisfy the  requirements of Section 401(a) of the Code; (iv) the
most recent  summary plan  description  together with the most recent summary of
material  modifications,  if any,  required  under  ERISA  with  respect to each
Benefit Plan; and (v) all material  communications  to any current,  former,  or
retired employee, officer, consultant, independent contractor, agent or director
of Company or any  Subsidiary  ("Employee")  relating to each  Benefit Plan have
been provided or made available to Parent.

     (b) Compliance.  All employee  benefit plans covering  Employees other than
"multiemployer  plans"  within  the  meaning  of  Section  3(37) of  ERISA  (the
"Plans"), to the extent subject to ERISA, are in material compliance with ERISA,
the Code, and all other applicable law. Each Plan which is an "employee  pension
benefit plan" within the meaning of Section 3(2) of ERISA  ("Pension  Plan") and
which is intended to be qualified under Section 401(a) of the Code, has received
a favorable  determination letter from the Internal Revenue Service with respect
to "TRA" (as  defined in Section 1 of Rev.  Proc.  93-39),  and  Company  has no
Knowledge  of any  circumstances  likely  to result  in  revocation  of any such
favorable  determination  letter.  There  is no  material  pending  or,  to  the
Knowledge  of Company,  threatened  litigation  relating  to the Plans.  Neither
Company nor any of its Subsidiaries has engaged in a transaction with respect to
any Plan that, assuming the taxable period of such transaction expired as of the
date of this  Agreement,  could  subject  Company or any  Subsidiary to a tax or
penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in
an amount which would be material.

     (c) No Liabilities. No liability under Subtitle C or D of Title IV of ERISA
has been or is expected to be incurred by Company or any Subsidiary with respect
to any ongoing, frozen or terminated  "single-employer plan," within the meaning
of Section 4001(a)(15) of ERISA currently or formerly maintained by any of them,
or a single  employer plan of any entity which is  considered  one employer with
Company  under  Section  4001 of ERISA  or  Section  414 of the Code (an  "ERISA
Affiliate").  No "accumulated  funding  deficiency" as defined in Section 412 of
the Code  (whether or not waived) has been incurred with respect to any ongoing,
frozen  or  terminated   single-employer   plan   maintained  by  Company,   its
Subsidiaries  or any  ERISA  Affiliates  that  has not been  satisfied  in full.
Neither  Company nor any of its  subsidiaries  has  provided,  or is required to
provide, security to any Pension Plan or to any single-employer plan of an ERISA
Affiliate  pursuant to Section  401(a)(29) of the Code.  Under each Pension Plan
which is a single-employer plan, as of the last day of the most recent plan year
ended prior to the date hereof, the actuarially  determined present value of all
"benefit  liabilities",  within the meaning of Section  4001(a)(16) of ERISA (as
determined  on the basis of the  actuarial  assumptions  contained in the Plan's
most recent actuarial  valuation),  did not exceed the then current value of the
assets of such  Plan,  and there has been no  material  change in the  financial
condition of such Plan since the last day of the most recent plan year.  Company
and its Subsidiaries have not incurred and do not expect to incur any withdrawal
liability with respect to a  multiemployer  plan under Subtitle E of Title IV of
ERISA.  The  withdrawal  liability  of Company and its  Subsidiaries  under each
Benefit  Plan  which  is a  multiemployer  plan to which  Company  or any of its
Subsidiaries has contributed during the preceding 12 months,  determined as if a
"complete  withdrawal"  within the meaning of Section 4203 of ERISA had occurred
as of the date hereof,  would not, in the  aggregate,  reasonably be expected to
have a Material  Adverse Effect on Company.  No notice of a "reportable  event",
within  the  meaning of  Section  4043 of ERISA for which the  30-day  reporting
requirement has not been waived,  has been required to be filed for any Plans or
by any ERISA  Affiliate  within the 12-month period ending on the date hereof or
will be required to be filed in connection with the transactions contemplated by
this Agreement.

     (d) Contributions. All contributions required to be made under the terms of
any Benefit  Plan have been timely  made or have been  reflected  on the Company
Filed SEC Reports in all material respects.

     (e) Retiree  Obligations.  Neither Company nor any of its  Subsidiaries has
any obligations for retiree health and life benefits under any Benefit Plan.

     (f) No  Severance,  Acceleration  or  Violation.  The  consummation  of the
transactions  contemplated  by this Agreement will not (x) entitle any Employees
to severance  pay, (y)  accelerate the time of payment or vesting or trigger any
payment or funding  (through a grantor trust or otherwise)  of  compensation  or
benefits  under,  increase  the amount  payable or  trigger  any other  material
obligation  pursuant to, any of the Benefit Plans or (z) result in any breach or
violation of, or a default under, any of the Benefit Plans.

     (g) Excess Parachute  Payments.  Any amount that could be received (whether
in cash,  property,  or vesting  of  property)  as a result of the  transactions
contemplated by this Agreement (or their termination of service) by any officer,
director,   employee  or  independent  contractor  of  Company  or  any  of  its
Subsidiaries,  who  is a  "disqualified  individual"  (as  defined  in  proposed
Treasury  Regulation  Section  1.280G-1),  under any  employment  arrangement or
Benefit Plan would not be  characterized  as an "excess  parachute  payment" (as
defined in Section 280G of the Code).

     (h) Non-U.S.  Employees. No Benefit Plan has ever been maintained primarily
or exclusively for the benefit of Employees who are not citizens or residents of
the United States.

     (i)  Compliance.  Except as would  not,  in the  aggregate,  reasonably  be
expected to have a Material  Adverse Effect on Company,  each of Company and its
Subsidiaries (i) has correctly  categorized all Employees as either employees or
independent  contractors for federal tax purposes, and is in compliance with all
applicable  federal,  state and local laws, rules and regulations  (domestic and
foreign)  respecting their employment,  employment  practices,  labor, terms and
conditions  of  employment  and wages and hours,  in each case,  with respect to
Employees;  (ii) has withheld all amounts  required by law or by agreement to be
withheld from the wages, salaries and other payments to Employees;  (iii) is not
liable  for any  arrears  of wages or any taxes or any  penalty  for  failure to
comply  with any of the  foregoing;  (iv) is not liable  for any  payment to any
trust or other fund or to any  governmental or  administrative  authority,  with
respect to unemployment compensation benefits, social security or other benefits
for  Employees;  and (v) has provided  Employees with the benefits to which they
are entitled pursuant to the terms of all Benefit Plans.

     (j) No Prepayment or  Prefunding.  Company has not prepaid or prefunded any
material welfare plan through a trust, reserve, premium stabilization or similar
account,  other than pursuant to any insurance contract which does not include a
"fund" as defined in Sections 419(e)(3) and (4) of the Code.

SECTION 3.9 Absence of Certain  Changes or Events.  Except as  disclosed  in the
Company Filed SEC Reports or as required or permitted by this  Agreement,  since
December 31, 2000,  the  businesses  of Company and its  Subsidiaries  have been
conducted in all material  respects in the ordinary course and from such date to
the date of this Agreement there has not been any event, occurrence, development
or state of circumstances  or facts that would, in the aggregate,  reasonably be
expected to have a Material Adverse Effect on Company.  Since December 31, 2000,
no dividends or distributions have been declared or paid on or made with respect
to the  shares of  capital  stock or other  equity  interests  of Company or its
Subsidiaries nor have any such shares been  repurchased or redeemed,  other than
dividends or distributions paid to Company or a Subsidiary.

SECTION  3.10  Investigations;  Litigation.  Except as  described  in any of the
Company Filed SEC Reports:

     (a)  No  Governmental  Investigation.  To  the  Knowledge  of  Company,  no
investigation  or review by any  Governmental  Entity with respect to Company or
any of its Subsidiaries which would, in the aggregate, reasonably be expected to
have a Material  Adverse  Effect on Company is pending nor has any  Governmental
Entity notified Company in writing of an intention to conduct the same; and

     (b) No Actions.  There are no actions, suits or proceedings pending (or, to
Company's   Knowledge,   threatened)   against  or  affecting   Company  or  its
Subsidiaries,  or any of their  respective  properties  at law or in equity,  or
before any federal,  state, local or foreign Governmental Entity which would, in
the  aggregate,  reasonably  be  expected to have a Material  Adverse  Effect on
Company.

SECTION 3.11 Proxy Statement; Registration Statement; Other Information. None of
the  information  with respect to Company or its  Subsidiaries to be included in
the Proxy Statement or the Registration Statement will, in the case of the Proxy
Statement or any amendments thereof or supplements  thereto,  at the time of the
mailing of the Proxy Statement or any amendments or supplements  thereto, and at
the time of the Company  Special  Meeting,  or, in the case of the  Registration
Statement, at the time it becomes effective or at the time of any post-effective
amendment,  contain any untrue statement of a material fact or omit to state any
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading, except that no representation is made by Company with respect to
information   supplied  in  writing  by  Parent  or  any   Affiliate  of  Parent
specifically  for inclusion in the Proxy  Statement.  The Proxy  Statement  will
comply as to form in all material  respects with the  provisions of the Exchange
Act and the rules and regulations promulgated thereunder.

SECTION 3.12   Tax Matters.

     (a)  Company  Group Tax  Returns.  All  federal,  state,  local and foreign
returns,  reports or  similar  statements  (including  the  attached  schedules)
required to be filed with respect to any Tax, including, without limitation, any
information return, claim for refund, amended return or declaration of estimated
Tax ("Tax Returns") required to be filed by or on behalf of Company, each of its
Subsidiaries,  and each affiliated,  combined,  consolidated or unitary group of
which Company or any of its  Subsidiaries  is a member (a "Company  Group") have
been timely  filed or requests  for  extensions  of time to file such returns or
reports  have been timely  filed and granted and have not  expired,  and all Tax
Returns  filed are  complete and  accurate,  except to the extent any failure to
file or any  inaccuracies  in filed Tax  Returns  would not,  in the  aggregate,
reasonably be expected to have a Material Adverse Effect on Company. Any and all
federal, state, local, foreign or other taxes of any kind (together with any and
all interest,  penalties,  additions to tax and additional  amounts imposed with
respect thereto) imposed by any taxing authority, including, without limitation,
taxes or other  charges on or with  respect to income,  franchises,  windfall or
other profits, gross receipts,  property,  sales, use, transfer,  capital stock,
payroll,  employment,  social  security,  workers'  compensation,   unemployment
compensation,  or net worth, and taxes or other charges in the nature of excise,
withholding,  ad valorem or value added ("Taxes") due and owing by Company,  any
Subsidiary  of  Company or any  Company  Group  have been  paid,  or  adequately
reserved  for,  except to the extent any failure to pay or reserve would not, in
the  aggregate,  reasonably  be  expected to have a Material  Adverse  Effect on
Company.  There  is  no  audit  examination,   deficiency   assessment,   refund
litigation,  proposed  adjustment or matter in  controversy  with respect to any
Taxes due and owing by Company,  any Subsidiary of Company or any Company Group,
nor has Company or any  Subsidiary of Company filed any waiver of the statute of
limitations applicable to the assessment or collection of any Tax, in each case,
which would, in the aggregate, reasonably be expected to have a Material Adverse
Effect on  Company.  All  assessments  for Taxes due and owing by  Company,  any
Subsidiary of Company or any Company Group with respect to completed and settled
examinations  or concluded  litigation  have been paid.  Neither Company nor any
Subsidiary  of Company is a party to any tax  indemnity  agreement,  tax sharing
agreement or other  agreement  under which Company or any  Subsidiary of Company
could become  liable to another  person as a result of the  imposition  of a Tax
upon any person,  or the assessment or collection of such a Tax, except for such
agreements  as would not,  in the  aggregate,  reasonably  be expected to have a
Material  Adverse  Effect on Company.  As soon as  practicable  after the public
announcement  of  the  Agreement,  Company  will  provide  Parent  with  written
schedules  of (i) the  taxable  years of  Company  for  which  the  statutes  of
limitations with respect to federal income Taxes have not expired, and (ii) with
respect to federal income Taxes,  those years for which  examinations  have been
completed, those years for which examinations are presently being conducted, and
those years for which examinations have not yet been initiated. Company and each
of its  Subsidiaries  has complied in all material  respects  with all rules and
regulations  relating to the withholding of Taxes, except to the extent any such
failures to comply would not, in the aggregate, reasonably be expected to have a
Material Adverse Effect on Company.

     (b) Tax-Free  Reorganization.  Neither Company nor any of its  Subsidiaries
knows of any fact or has taken, or failed to take, any action that could prevent
the Merger from  qualifying  as a  reorganization  within the meaning of Section
368(a) of the Code.

SECTION 3.13 Opinion of Financial Advisor. The Board of Directors of Company has
received  the  opinion  of Credit  Suisse  First  Boston  dated the date of this
Agreement,  to the effect that, as of such date, the Conversion Ratio is fair to
the holders of Company  Ordinary  Common Stock from a financial point of view. A
copy of the written  opinion of Credit  Suisse First Boston will be delivered to
Parent as soon as practicable after the date of this Agreement.

SECTION 3.14 Required Vote of Company Stockholders.  The affirmative vote of the
holders of a majority of the voting power of the  outstanding  shares of Company
Common Stock (with the holders of Company  Ordinary Common Stock and the holders
of Company  Class B Common Stock voting  together as a single class) is required
to approve the Merger.  No other vote of the stockholders of Company is required
by law,  the  Company  Certificate  of  Incorporation  or Bylaws of  Company  or
otherwise  in order for Company to  consummate  the Merger and the  transactions
contemplated hereby.

SECTION 3.15 Insurance.  Company and its Subsidiaries  have insurance  policies,
including  without  limitation  fire,  casualty  and other  liability  insurance
policies,  that are  customary  for the  industry in which it operates  and such
policies  are in full  force  and  effect,  except  for the  failure  to have or
maintain in full force and effect such policies as would not, in the  aggregate,
reasonably be expected to have a Material Adverse Effect on Company.

SECTION  3.16 Real  Property;  Title;  Valid  Leasehold  Interests.  Company has
previously  provided or made available to Parent a true and complete list of all
real  property  owned by Company or its  Subsidiaries  which is  material to the
business  of  Company  and its  Subsidiaries  taken as a whole.  Company  or its
Subsidiaries  have good and marketable title to all such properties except where
the  failure  to have such title  would not,  in the  aggregate,  reasonably  be
expected  to have a Material  Adverse  Effect on  Company.  With  respect to all
leases for the use or  occupancy  of real estate owned by a third party to which
Company or a Subsidiary is a party,  such leases are in full force and effect as
of the date of this  Agreement,  and no party  thereto  is in  default or breach
under any such lease  except,  in each case,  as would  not,  in the  aggregate,
reasonably be expected to have a Material Adverse Effect on Company.

SECTION 3.17 Collective  Bargaining Agreements and Labor. Company has previously
provided  or made  available  to  Parent  all  labor  or  collective  bargaining
agreements  which  pertain to a material  number of the employees of Company and
its  Subsidiaries.  There are no pending  complaints,  charges or claims against
Company or its  Subsidiaries  filed with any public or  governmental  authority,
arbitrator or court based upon the  employment or  termination by Company of any
individual,  except for such  complaints,  charges or claims  which if adversely
determined  would  not,  in the  aggregate,  reasonably  be  expected  to have a
Material Adverse Effect on Company. Further, there is no outstanding demand, and
to the Knowledge of Company, no threat exists which would reasonably be expected
to give rise to a demand,  for recognition  with respect to any Company employee
by any labor organization.

SECTION 3.18   Material Contracts.

     (a) Material  Contracts.  Neither Company nor any of its  Subsidiaries  has
entered into any contract, agreement or other document or instrument (other than
this Agreement)  that is currently in effect and requires the remaining  payment
(regardless  of the  nature  of such  payment)  over the term of such  contract,
agreement or other document or instrument (including, without limitation, during
any automatic renewal periods) in excess of one million dollars  ($1,000,000) (a
"Company Material Contract") or any material  amendment,  modification or waiver
under  any  Company   Material   Contract  (other  than  any  such   amendments,
modifications  or waivers  entered into  following the date of this Agreement in
connection with the transactions contemplated hereby).

     (b)  Enforceability  of Material  Contracts.  Each of the Company  Material
Contracts is valid and enforceable against Company in accordance with its terms,
and there is no default under any Company  Material  Contracts either by Company
or any of its Subsidiaries  which is a party to such Company Material  Contracts
or, to the Knowledge of Company,  by any other party  thereto,  and no event has
occurred  that  with the lapse of time or the  giving  of  notice or both  would
constitute a default thereunder by Company or, to the Knowledge of Company,  any
other party thereto.  Neither Company nor any Subsidiary of Company has received
any  written  notice  of  default  or  termination  under any  Company  Material
Contract.

SECTION 3.19  Takeover  Statute.  The Board of Directors of Company has approved
this Agreement and the transactions contemplated hereby (including the execution
and delivery of the Voting Agreement) and, such approval constitutes approval of
the  Merger  and the  other  transactions  contemplated  hereby  (including  the
execution  and  delivery of the Voting  Agreement)  by the Board of Directors of
Company under the provisions of Section 203 of the DGCL such that Section 203 of
the DGCL  does not apply to this  Agreement  and the  transactions  contemplated
hereby.  To the  Knowledge  of  Company,  no other  state  takeover  statute  is
applicable to the Merger or the other transactions contemplated hereby.

SECTION  3.20  Transactions   With  Affiliates.   Other  than  the  transactions
contemplated by this Agreement or except to the extent  disclosed in the Company
Filed SEC Reports, there have been no transactions,  agreements, arrangements or
understandings  between  Company  or its  Subsidiaries,  on the  one  hand,  and
Company's  Affiliates  (other than Subsidiaries of Company) or any other person,
on the other  hand,  that would be required  to be  disclosed  under Item 404 of
Regulation S-K under the Securities Act.

SECTION  3.21  Intellectual  Property.  Except as would not,  in the  aggregate,
reasonably be expected to have a Material Adverse Effect on Company:

     (a)  Ownership  of   Intellectual   Property.   Company  and  each  of  its
Subsidiaries  owns and possesses all right,  title and interest in and to, or is
licensed to use (in each case,  free and clear of any Liens),  all  Intellectual
Property necessary for the operation of its business as currently conducted, all
items of such Intellectual Property are valid,  subsisting and enforceable,  and
Company is unaware of any fact which,  individually  or in the aggregate,  could
reasonably  be  determined to  detrimentally  affect the validity,  ownership or
enforceability of such items of Intellectual Property;

     (b) No Violation by Company.  To Company's  Knowledge,  the  activities  of
Company and its Subsidiaries,  including the operation of Company's  business as
currently  conducted  by  Company  and  its  Subsidiaries,  do not  infringe  or
otherwise  violate  the  Intellectual  Property  rights of any person and are in
accordance in all material  respects  with any  applicable  license  pursuant to
which  Company  or any  Subsidiary  acquired  the  right  to use any  applicable
Intellectual Property;

     (c) No Violation by Third Parties.  To the Knowledge of Company,  no person
is challenging,  infringing or otherwise violating any material right of Company
or any of its Subsidiaries  with respect to any  Intellectual  Property owned or
used by Company or its Subsidiaries;

     (d) No Claims. Neither Company nor any of its Subsidiaries has received any
written  notice of any pending claim with respect to any  Intellectual  Property
owned or used by Company  and its  Subsidiaries  and no action is pending in any
administrative or judicial proceeding with respect to any Intellectual  Property
owned by Company and its Subsidiaries;

     (e) No Abandonment.  To the Knowledge of Company, no Intellectual  Property
owned by Company or its  Subsidiaries is being used or enforced in a manner that
may  result  in  the  abandonment,  cancellation  or  unenforceability  of  such
Intellectual  Property,  except with respect to any such  Intellectual  Property
which Company or any of its Subsidiaries has decided in its reasonable  business
judgment to abandon or permit to be cancelled;

     (f) No  Judgments.  To the  Knowledge of Company,  no item of  Intellectual
Property  owned by  Company is subject to any  outstanding  order,  judgment  or
decree; and

     (g) Definition of  Intellectual  Property.  For purposes of this Agreement,
"Intellectual Property" will mean trademarks,  service marks, brand names, trade
dress, logos, trade names,  domain names,  corporate names and other indications
of origin,  the goodwill  associated with the foregoing and registrations in any
jurisdiction  of,  and  applications  in  any  jurisdiction  to  register,   the
foregoing,  including  any  extension,  modification  or  renewal  of  any  such
registration or application; inventions, discoveries, designs and ideas, whether
patentable  or not,  in any  jurisdiction;  patents,  applications  for  patents
(including, without limitation, divisions, continuations,  continuations in part
and renewal  applications),  and any  renewals,  extensions,  reexaminations  or
reissues thereof, in any jurisdiction; design registrations and applications, in
any  jurisdiction;   nonpublic  information,   trade  secrets  and  confidential
information  (including know-how,  technical data,  manufacturing and production
processes  and  techniques,  customer  and  supplier  lists,  pricing  and  cost
information,  and business and marketing  plans and proposals) and rights in any
jurisdiction  to limit the use or  disclosure  thereof by any person;  writings,
computer  software,  and  other  works,  whether  copyrightable  or not,  in any
jurisdiction;  registrations  or applications  for registration of copyrights in
any  jurisdiction,  and any  renewals  or  extensions  thereof;  and any similar
intellectual property or proprietary rights.

SECTION 3.22 Company FCC  Licenses;  Operation of Company  Licensed  Facilities.
Except as would not, in the aggregate, reasonably be expected to have a Material
Adverse Effect on Company:

     (a) Company and its  Subsidiaries  have operated the  television  and radio
stations for which  Company and any of its  Subsidiaries  hold licenses from the
FCC, in each case which are owned or  operated  by Company and its  Subsidiaries
(each a "Company  Licensed  Facility" and  collectively,  the "Company  Licensed
Facilities"),  in compliance with the terms of the licenses issued by the FCC to
Company and its  Subsidiaries  (the "Company FCC  Licenses"),  and in compliance
with the Communications Act;

     (b) To the  Knowledge  of  Company,  each  broadcast  television  and radio
station for which Company or any of its  Subsidiaries  provides  programming  or
advertising  services  pursuant to a local  marketing  or joint sales  agreement
(each a "Company LMA Facility") and collectively,  the "Company LMA Facilities")
has been operated in compliance with the terms of the licenses issued by the FCC
to the owner of such  Company LMA  Facility  (each a "Company  LMA  Facility FCC
License" and collectively, the "Company LMA Facility FCC Licenses");

     (c) Company has, and each of its Subsidiaries has, timely filed or made all
applications,  reports and other disclosures required by the FCC to be made with
respect to Company  Licensed  Facilities  and has timely paid all FCC regulatory
fees with respect thereto;

     (d) Company and each of its Subsidiaries have, and are the authorized legal
holders of, all Company FCC Licenses  necessary  for or used in the operation of
the business of Company Licensed Facilities;

     (e) To the  Knowledge of Company,  the third  parties with which Company or
its  Subsidiaries  have entered into local  marketing  agreements or joint sales
agreements  with respect to Company LMA Facilities  have, and are the authorized
legal holders of, the Company LMA Facility FCC Licenses necessary for or used in
the  operation of the business of the  respective  Company LMA Facility to which
such local marketing or joint sales agreement relates;

     (f) All Company FCC Licenses and, to the Knowledge of Company,  Company LMA
Facility  FCC  Licenses,  are  validly  held and are in full  force and  effect,
unimpaired by any act or omission of Company,  any of its Subsidiaries (or their
respective predecessors) or their respective officers, employees or agents;

     (g) There is not before the FCC any  investigation,  proceeding,  notice of
violation or order of forfeiture  relating to any Company  Licensed  Facility or
Company LMA Facility;

     (h) No application,  action or proceeding is pending for the renewal of any
Company FCC Licenses or, to the  Knowledge of Company,  Company LMA Facility FCC
License, and, to the Knowledge of Company,  there is no basis for the FCC not to
renew any of Company  FCC  Licenses or the Company  LMA  Facility  FCC  Licenses
(other than proceedings to amend FCC rules or the  Communications Act of general
applicability to the broadcast industry);

     (i) There is not pending  and, to the  Knowledge  of Company,  there is not
threatened any action by or before the FCC to revoke,  suspend,  cancel, rescind
or modify any of Company FCC  Licenses or any of the  Company LMA  Facility  FCC
Licenses (other than proceedings to amend FCC rules or the Communications Act of
general applicability to the broadcast industry); and

     (j)  Neither  Company  nor any of its  Subsidiaries  has  any  applications
pending before the FCC.

                                   ARTICLE IV
            REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

     Except as set forth in the disclosure letter delivered by Parent and Merger
Sub to Company on the date of this Agreement (the "Parent  Disclosure  Letter"),
Parent and Merger Sub hereby  jointly  and  severally  represent  and warrant to
Company as follows:

SECTION 4.1 Organization, Qualification, Etc. Each of Parent and Merger Sub is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization and has the corporate power and authority to
own its  properties  and assets and to carry on its  business as it is now being
conducted  and is duly  qualified to do business and is in good standing in each
jurisdiction  in which the  ownership  of its  properties  or the conduct of its
business  requires such  qualification,  except for  jurisdictions in which such
failure  to be  so  qualified  or to be in  good  standing  would  not,  in  the
aggregate,  reasonably be expected to have a Material  Adverse Effect on Parent.
The copies of Parent's  Articles of Incorporation,  as amended,  and Amended and
Restated  Bylaws  and  Merger  Sub's  charter  and  bylaws  which have been made
available  to Company are  complete  and correct and in full force and effect on
the date of this  Agreement.  Each of  Parent's  Significant  Subsidiaries  is a
corporation,  partnership or limited liability  company duly organized,  validly
existing  and  in  good  standing  under  the  laws  of  its   jurisdiction   of
incorporation  or  organization,  has  the  corporate,  partnership  or  limited
liability  company power and authority to own its properties and to carry on its
business as it is now being conducted,  and is duly qualified to do business and
is in good standing in each  jurisdiction in which the ownership of its property
or  the  conduct  of  its  business  requires  such  qualification,  except  for
jurisdictions in which such failure to be so qualified or to be in good standing
would not, in the aggregate,  reasonably be expected to have a Material  Adverse
Effect on Parent.  Except as  disclosed  in Parent  Filed SEC  Reports,  all the
outstanding  shares  of  capital  stock  of, or other  ownership  interests  in,
Parent's Significant  Subsidiaries and Merger Sub are validly issued, fully paid
and  nonassessable  and are owned by Parent,  directly or  indirectly,  free and
clear of all Liens,  except for restrictions  contained in credit agreements and
similar  instruments  to which  Parent is a party.  Except as  disclosed  in the
Parent Filed SEC Reports,  there are no existing  options  (except for those set
forth in Section 4.2 below),  rights of first refusal,  preemptive rights, calls
or commitments of any character relating to the issued or unissued capital stock
or other  securities  of,  or other  ownership  interests  in,  any  Significant
Subsidiary of Parent or Merger Sub.

SECTION 4.2 Capital Stock.  The authorized  capital stock of Parent  consists of
1,500,000,000  shares of Parent  Common  Stock,  par value $0.10 per share,  and
2,000,000  shares of Class A Preferred  Stock,  par value  $1.00 per share,  and
8,000,000  shares of Class B  Preferred  Stock,  par value $1.00 per share (such
Class A Preferred Stock and the Class B Preferred  Stock  together,  the "Parent
Preferred Stock").  The shares of Parent Common Stock to be issued in the Merger
or upon the exercise of Company stock options,  warrants,  conversion  rights or
other rights or upon  vesting or payment of other  Company  equity-based  awards
thereafter will, when issued, be validly issued fully paid and nonassessable. As
of September 21, 2001,  597,458,849  shares of Parent Common Stock and no shares
of Parent  Preferred  Stock were  issued and  outstanding.  All the  outstanding
shares of Parent  Common Stock have been  validly  issued and are fully paid and
nonassessable.   As  of   September   21,  2001,   there  were  no   outstanding
subscriptions,  options,  warrants,  rights or other arrangements or commitments
obligating  Parent to issue any shares of its capital  stock other than  options
and other rights to receive or acquire an aggregate of up to  65,111,885  shares
of Parent Common Stock pursuant to:

(a)      the 1984 Incentive Stock Option Plan of Parent;

(b)      the 1994 Non-Qualified Stock Option Plan;

(c)      Parent Director's Nonqualified Stock Option Plan;

(d)      the 1998 Stock Incentive Plan;

(e)      the 2001 Stock Incentive Plan;

(f)      the 2000 Employee Stock Purchase Plan;

(g)      various  other option  agreements  with officers or employees of Parent
         or Parent's  Subsidiaries,  option assumption agreements, and incentive
         compensation grants;

(h)      Parent's 2 5/8%  Senior Convertible Notes due 2003, convertible into
         Parent Common Stock;

(i)      Parent's 11/2% Senior Convertible Notes due 2002, convertible into
         Parent Common Stock;

(j)      the warrants of Jacor Communications, Inc. ("Jacor") assumed by Parent;

(k)      Jacor liquid yield option notes due 2001; and

(l)      Jacor liquid yield option notes due 2018.

SECTION 4.3 Corporate Authority Relative to This Agreement;  No Violation.  Each
of Parent and Merger Sub has the  corporate  power and  authority  to enter into
this  Agreement and to carry out its  obligations  hereunder.  The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby  have been duly and  validly  authorized  by the Boards of  Directors  of
Parent and Merger Sub and no other  corporate or stockholder  proceedings on the
part of Parent or Merger Sub are  necessary to  authorize  this  Agreement,  the
issuance of Parent Common Stock and the other transactions  contemplated hereby.
This  Agreement  has been duly and validly  executed and delivered by Parent and
Merger Sub and,  assuming this Agreement has been duly and validly  executed and
delivered by the other parties  hereto,  this Agreement  constitutes a valid and
binding agreement of Parent and Merger Sub,  enforceable against each of them in
accordance  with its terms (except insofar as  enforceability  may be limited by
applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
affecting   creditors'  rights  generally,   or  by  principles   governing  the
availability of equitable remedies). Neither Parent nor Merger Sub is subject to
or  obligated  under any  charter,  bylaw or contract  provision or any license,
franchise or permit, or subject to any order or decree,  which would be breached
or violated by its  executing  or carrying  out this  Agreement,  except for any
breaches or violations which would not, in the aggregate, reasonably be expected
to have a Material Adverse Effect on Parent. Other than in connection with or in
compliance  with the provisions of the DGCL,  the  Securities  Act, the Exchange
Act, the HSR Act, the Communications  Act, Section 4043 of ERISA, any non-United
States competition,  antitrust and investments laws and the securities, blue sky
or  antitrust  laws of the  various  states,  and,  other than the filing of the
Certificate  of Merger with the Delaware  Secretary  of State and any  necessary
state  filings to maintain the good standing or  qualification  of the Surviving
Corporation,  no  authorization,  consent or approval  of, or filing  with,  any
Governmental  Entity  is  necessary  for  the  consummation  by  Parent  of  the
transactions  contemplated  by this Agreement,  except for such  authorizations,
consents,  approvals or filings,  the failure to obtain or make which would not,
in the  aggregate,  reasonably be expected to have a Material  Adverse Effect on
Parent; provided that Parent makes no representation with respect to such of the
foregoing as are required by reason of the  regulatory  status of Company or any
of its Significant Subsidiaries or facts specifically pertaining to any of them.

SECTION 4.4 Reports and Financial  Statements(a).  Since January 1, 1999, Parent
has timely filed all material reports, registration statements and other filings
required to be filed by it with the SEC under the rules and  regulations  of the
SEC (collectively,  the "Parent SEC Reports"). As of their respective dates, the
Parent SEC Reports (i)  complied as to form in all  material  respects  with the
applicable  requirements  of the Securities Act, the Exchange Act, and the rules
and  regulations  promulgated  thereunder  and (ii) did not  contain  any untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances  under which they were made, not  misleading;  provided,  that the
foregoing clause (ii) will not apply to the financial statements included in the
Parent SEC Reports  (which are covered by the following  sentence).  The audited
consolidated  financial statements and unaudited  consolidated interim financial
statements  included in the Parent SEC Reports  (including any related notes and
schedules)  fairly  present in all material  respects the financial  position of
Parent and its consolidated Subsidiaries as of the dates thereof and the results
of their operations and their cash flows for the periods or as of the dates then
ended (subject, where appropriate, to normal year-end adjustments), in each case
in accordance with GAAP consistently applied during the periods involved (except
as  otherwise  disclosed  in the notes  thereto  and except  that the  unaudited
financial  statements  therein do not  contain all of the  footnote  disclosures
required by GAAP).

SECTION  4.5  No  Undisclosed  Liabilities.   Neither  Parent  nor  any  of  its
Subsidiaries  has any  liabilities or obligations of any nature,  whether or not
accrued, contingent or otherwise, that would be required by GAAP to be reflected
on a consolidated balance sheet, except liabilities or obligations (a) reflected
in any of the Parent SEC Reports filed and publicly  available prior to the date
of this Agreement (as amended to the date of this  Agreement,  the "Parent Filed
SEC Reports"),  (b) incurred  since December 31, 2000 in the ordinary  course of
business consistent with past practice or (c) which would not, in the aggregate,
reasonably be expected to have a Material Adverse Effect on Parent.

SECTION 4.6 No Violation of Law. The  businesses of Parent and its  Subsidiaries
are not being conducted in violation of any law,  ordinance or regulation of any
Governmental Entity (provided that no representation or warranty is made in this
Section 4.6 with respect to  Environmental  Laws) except (a) as described in any
of the Parent Filed SEC Reports and (b) for  violations  which would not, in the
aggregate, reasonably be expected to have a Material Adverse Effect on Parent.

SECTION  4.7  Environmental  Laws  and  Regulations.   The  representations  and
warranties  set forth in this Section 4.7 will be the exclusive  representations
and  warranties  of Parent  and Merger Sub with  respect to the  subject  matter
hereof.  Except as described in any of the Parent Filed SEC Reports,  and except
as would  not,  in the  aggregate,  reasonably  be  expected  to have a Material
Adverse Effect on Parent:

     (a)  Compliance  with  Laws.  Parent  and  each of its  Subsidiaries  is in
material  compliance with all applicable  Environmental  Laws,  which compliance
includes,  but is not limited to, the possession by Parent and its  Subsidiaries
of  material  permits  and  other  governmental  authorizations  required  under
applicable  Environmental  Laws,  and  compliance  with the terms and conditions
thereof;

     (b) Environmental  Actions.  Neither Parent nor any of its Subsidiaries has
received written notice of, nor, to the Knowledge of Parent,  is the subject of,
any  pending  actions,  causes of  action,  claims,  investigations,  demands or
notices  by any  person  alleging  liability  under  or  noncompliance  with any
Environmental Law or that Parent or any Subsidiary is a potentially  responsible
party at any Superfund site or state-equivalent site; and

     (c)  Material  Compliance.  To  the  Knowledge  of  Parent,  there  are  no
circumstances that are reasonably likely to prevent or interfere with compliance
with Environmental Laws by Parent or its Subsidiaries in the future.

SECTION 4.8 Absence of Certain  Changes or Events.  Except as  disclosed  in the
Parent Filed SEC Reports or as required or permitted  by this  Agreement,  since
December 31,  2000,  the  businesses  of Parent and its  Subsidiaries  have been
conducted in all material  respects in the ordinary course and from such date to
the date of this Agreement there has not been any event, occurrence, development
or state of circumstances  or facts that would, in the aggregate,  reasonably be
expected to have a Material  Adverse Effect on Parent.  Since December 31, 2000,
no dividends or distributions have been declared or paid on or made with respect
to the shares of capital stock or other equity  interests of Parent nor have any
such shares been repurchased or redeemed.

SECTION 4.9 Investigations; Litigation. Except as described in any of the Parent
Filed SEC Reports:

     (a)  No  Governmental  Investigations.  To  the  Knowledge  of  Parent,  no
investigation or review by any Governmental Entity with respect to Parent or any
of its  Subsidiaries  which would,  in the aggregate,  reasonably be expected to
have a Material  Adverse  Effect on Parent is pending  nor has any  Governmental
Entity notified Parent in writing of an intention to conduct the same; and

     (b) No Actions.  There are no actions, suits or proceedings pending (or, to
Parent's Knowledge, threatened) against or affecting Parent or its Subsidiaries,
or any of  their  respective  properties  at law or in  equity,  or  before  any
federal,  state,  local or  foreign  Governmental  Entity  which  would,  in the
aggregate, reasonably be expected to have a Material Adverse Effect on Parent.

SECTION 4.10 Proxy Statement; Registration Statement; Other Information. None of
the  information  with respect to Parent or its  Significant  Subsidiaries to be
included in the Proxy Statement or the Registration  Statement will, in the case
of the Proxy Statement or any amendments thereof or supplements  thereto, at the
time of the mailing of the Proxy  Statement  or any  amendments  or  supplements
thereto,  and at the time of the Company Special Meeting, or, in the case of the
Registration  Statement,  at the time it becomes effective or at the time of any
post-effective  amendment,  contain any untrue  statement of a material  fact or
omit to state any material  fact  required to be stated  therein or necessary in
order to make the statements  therein, in light of the circumstances under which
they were made, not misleading,  except that no representation is made by Parent
or Merger Sub with respect to information  supplied in writing by Company or any
Affiliate of Company  specifically  for inclusion in the Proxy  Statement or the
Registration  Statement.  Each  of the  Proxy  Statement  and  the  Registration
Statement will comply as to form in all material respects with the provisions of
the Exchange Act and the rules and regulations promulgated thereunder.

SECTION 4.11   Tax Matters.

     (a) Parent Group Tax Returns.  All  federal,  state,  local and foreign Tax
Returns  required  to  be  filed  by  or  on  behalf  of  Parent,  each  of  its
Subsidiaries,  and each affiliated,  combined,  consolidated or unitary group of
which Parent or any of its Subsidiaries is a member (a "Parent Group") have been
timely filed or requests for  extensions of time to file such returns or reports
have been timely  filed and granted  and have not  expired,  and all Tax Returns
filed are complete and accurate, except to the extent any failure to file or any
inaccuracies  in filed Tax Returns  would not, in the  aggregate,  reasonably be
expected to have a Material Adverse Effect on Parent. All Taxes due and owing by
Parent,  any  Subsidiary  of Parent or any  Parent  Group  have  been  paid,  or
adequately  reserved  for,  except to the extent  any  failure to pay or reserve
would not, in the aggregate,  reasonably be expected to have a Material  Adverse
Effect on Parent. There is no audit examination,  deficiency assessment,  refund
litigation,  proposed  adjustment or matter in  controversy  with respect to any
Taxes due and owing by Parent, any Subsidiary of Parent or any Parent Group, nor
has  Parent or any  Subsidiary  of Parent  filed any  waiver of the  statute  of
limitations applicable to the assessment or collection of any Tax, in each case,
which would, in the aggregate, reasonably be expected to have a Material Adverse
Effect on  Parent.  All  assessments  for Taxes  due and  owing by  Parent,  any
Subsidiary  of Parent or any Parent Group with respect to completed  and settled
examinations  or concluded  litigation  have been paid.  Neither  Parent nor any
Subsidiary  of Parent is a party to any tax  indemnity  agreement,  tax  sharing
agreement  or other  agreement  under which Parent or any  Subsidiary  of Parent
could become  liable to another  person as a result of the  imposition  of a Tax
upon any person,  or the assessment or collection of such a Tax, except for such
agreements  as would not,  in the  aggregate,  reasonably  be expected to have a
Material  Adverse  Effect on  Parent.  As soon as  practicable  after the public
announcement of the Merger  Agreement,  Parent will provide Company with written
schedules  of (i) the  taxable  years  of  Parent  for  which  the  statutes  of
limitations with respect to federal income Taxes have not expired, and (ii) with
respect to federal income Taxes,  those years for which  examinations  have been
completed, those years for which examinations are presently being conducted, and
those years for which examinations have not yet been initiated.  Parent and each
of its  Subsidiaries  has complied in all material  respects  with all rules and
regulations  relating to the withholding of Taxes, except to the extent any such
failure to comply would not, in the aggregate,  reasonably be expected to have a
Material  Adverse  Effect  on  Parent.  Merger  Sub  is a  direct,  wholly-owned
subsidiary  of Parent  formed solely for the purpose of effecting the Merger and
has conducted no activity and has incurred no liability or obligation other than
as contemplated by this Agreement.

     (b) Tax-Free  Reorganization.  Neither  Parent nor any of its  Subsidiaries
knows of any fact or has taken, or failed to take, any action that could prevent
the Merger from  qualifying  as a  reorganization  within the meaning of Section
368(a) of the Code.

                                   ARTICLE V
                   COVENANTS RELATING TO CONDUCT OF BUSINESS

SECTION 5.1 Conduct of  Business  by Company or Parent.  Prior to the  Effective
Time or the date, if any, on which this Agreement is earlier terminated pursuant
to Section  7.1,  and  except as  consented  to in writing by the other  parties
hereto (which consent will not be  unreasonably  withheld),  as set forth in the
Company Disclosure Letter or the Parent Disclosure Letter or as may be permitted
pursuant to this Agreement:

     (a) Covenants of Company. Company:

          (i) will,  and will cause each of its  Subsidiaries  to,  conduct  its
     operations in all material  respects  according to their ordinary and usual
     course of business;

          (ii) will, and will cause each of its Significant Subsidiaries to, use
     reasonable  efforts to (A) preserve intact its business  organizations  and
     goodwill,  (B) keep available the services of its officers and employees as
     a  group,  and (C)  maintain  satisfactory  relationships  with  suppliers,
     distributors, customers and others having business relationships with them;

          (iii) will notify  Parent as soon as  practicable  of any emergency or
     other change in the normal  course of its or its  Subsidiaries'  respective
     businesses  or in the  operation  of its  or its  Subsidiaries'  respective
     properties  and  of  any   complaints,   investigations   or  hearings  (or
     communications  indicating  that  the  same  may  be  contemplated)  of any
     governmental body or authority;

          (iv)  will  not  authorize  or  pay  any  dividends  on  or  make  any
     distribution with respect to its outstanding shares of stock;

          (v)  except  for  the  agreements  or  arrangements  relating  to  the
     retention and severance plans and  arrangements set forth in Section 3.8(f)
     of the Company Disclosure Letter,  will not, and will not permit any of its
     Subsidiaries  to, enter into or amend any employment,  severance or similar
     agreements  or  arrangements  with any of  their  respective  directors  or
     executive officers;

          (vi)  will  not,  and  will not  permit  any of its  Subsidiaries  to,
     authorize,  propose or announce an intention  to  authorize or propose,  or
     enter into an  agreement  with  respect  to, any merger,  consolidation  or
     business  combination,  any  acquisition of a material  amount of assets or
     securities,  any  disposition  of assets or  securities  or any  release or
     relinquishment of any material contract rights, in each case, except in the
     ordinary course;

          (vii) will not propose or adopt any  amendments to its  certificate of
     incorporation or bylaws;

          (viii) will not, and will not permit any of its  Subsidiaries  to, (A)
     issue any shares of their capital stock,  except upon exercise of rights or
     options issued  pursuant to existing  employee  incentive or benefit plans,
     programs or arrangements and nonemployee director plans (including, without
     limitation,  shares issued in connection with stock grants or awards or the
     exercise of rights or options  granted in the  ordinary  course of business
     consistent  with  past  practice  pursuant  to  such  plans,   programs  or
     arrangements) or (B) effect any stock split not previously announced or (C)
     otherwise  change its  capitalization  as it existed on September 21, 2001,
     except as contemplated herein;

          (ix) will not, and will not permit any of its  Subsidiaries to, grant,
     confer or award any options,  warrants,  conversion rights or other rights,
     not  existing on the date of this  Agreement,  to acquire any shares of its
     capital  stock  (other  than  rights  under the ESPP for  offering  periods
     beginning  after the date of this  Agreement or agreements or  arrangements
     entered into as permitted by clause (v) of this Section 5.1(a));

          (x) will not, and will not permit any of its Subsidiaries to, purchase
     or redeem any shares of its stock or pay any cash bonuses  (except for cash
     bonuses  pursuant to  agreements  or employee  incentive or benefit  plans,
     programs or  arrangements  or  non-employee  director plans existing on the
     date of this  Agreement  or  agreements  or  arrangements  entered  into as
     permitted by clause (v) of this Section 5.1(a)); provided, however, Company
     may adopt a bonus plan as an  incentive to employees to remain with Company
     through and until the Closing Date in an amount to be mutually agreed to by
     Parent and Company;

          (xi) will not, and will not permit any of its  Subsidiaries  to, amend
     the  terms  of  their  respective  employee  benefit  plans,   programs  or
     arrangements  or any  severance or similar  agreements or  arrangements  in
     existence  on the date of this  Agreement  (except as required by law or to
     maintain  tax-qualified  status),  or adopt any new employee benefit plans,
     programs  or  arrangements  or  any  severance  or  similar  agreements  or
     arrangements  (except  for  agreements  or  arrangements  entered  into  as
     permitted by clause (v) of this Section 5.1(a)); provided, however, Company
     may change the  renewal  date on which plan  premiums  are  adjusted  under
     Company's medical and dental plans from November to January;

          (xii) will not, and will not permit any of its  Subsidiaries to, incur
     any additional indebtedness for borrowed money, except for indebtedness (A)
     in connection with interest payments on any of Company's outstanding public
     debt,  or  (B)  pursuant  to  credit   facilities,   indentures  and  other
     arrangements in existence on the date of this Agreement;

          (xiii) will not, and will not permit any of its Subsidiaries to, incur
     any capital  expenditures in excess of five million  dollars  ($5,000,000),
     except for amounts  budgeted for in Company's  capital  budgets  previously
     provided to Parent;

          (xiv) will not, and will not permit any of its Subsidiaries to, except
     with  respect  to sign  location  related  contracts  or  leases,  sales or
     advertising  contracts  or other  agreements  contemplated  by or permitted
     pursuant to this Agreement, enter into any Company Material Contract;

          (xv) will not, and will not permit any of its  Subsidiaries  to, enter
     into an agreement  with any Affiliate of Company,  any family member of any
     Affiliate  of  Company  or any  stockholder  who owns  more than 10% of the
     outstanding capital stock of Company;

          (xvi) will not, and will not permit any of its  Subsidiaries  to, make
     any  material  Tax  election  or  settle or  compromise  any  material  Tax
     liability;

          (xvii) will not, unless required by law, rule or regulation,  call any
     meeting of the  stockholders  of Company,  regardless  of whether a special
     meeting or otherwise, until this Agreement is terminated in accordance with
     its terms; and

          (xviii)  will not,  and will not  permit any of its  Subsidiaries  to,
     agree,  in writing or otherwise,  to take any of the  foregoing  actions in
     paragraphs  (iv)-(xvii)  above  or take any  action  which  would  make any
     representation or warranty in Article III hereof untrue or incorrect.

     (b) Covenants of Parent. Parent:

          (i) will,  and will cause each of its  Subsidiaries  to,  conduct  its
     operations, in all material respects, according to their ordinary and usual
     course of  business;  provided,  however,  that  nothing  contained in this
     proviso will limit Parent's ability to authorize or propose, or enter into,
     an  agreement  with  respect  to any  acquisitions  or to issue any debt or
     equity securities;

          (ii) will take all action necessary to cause Merger Sub to perform its
     obligations  under this Agreement and to consummate the Merger on the terms
     and conditions set forth in this Agreement;

          (iii) will not authorize or pay any cash dividends on or make any cash
     distribution with respect to its outstanding shares of stock; and

          (iv) will not, and will not permit any of its  Subsidiaries  to agree,
     in writing or  otherwise,  to take any of the foregoing  actions  listed in
     clause  (iii) or take any action  which  would make any  representation  or
     warranty in Article IV hereof untrue or incorrect.

SECTION 5.2   Proxy Material; Registration Statement.

     (a) Proxy and Registration  Statement. As promptly as practicable after the
execution of this Agreement,  Company will prepare and file with the SEC a proxy
statement  relating  to the  meeting  of  Company's  stockholders  to be held in
connection with the Merger (together with any amendments  thereof or supplements
thereto, in each case in the form or forms mailed to Company's stockholders, the
"Proxy  Statement") and Parent will prepare and file with the SEC a registration
statement on Form S-4 (together with all amendments  thereto,  the "Registration
Statement") in which the Proxy  Statement  will be included as a prospectus,  in
connection  with the  registration  under the  Securities  Act of the  shares of
Parent Common Stock to be issued to the  stockholders of Company pursuant to the
Merger.  Each of Parent and Company will use its reasonable efforts to cause the
Registration  Statement  to become  effective as promptly as  practicable,  and,
prior to the effective date of the Registration Statement,  Parent will take all
or any action required under any applicable  federal or state securities laws in
connection with the issuance of share of Parent Common Stock in the Merger. Each
of Parent and Company will furnish all information concerning it and the holders
of its capital stock as the other may reasonably request in connection with such
actions and the preparation of the  Registration  Statement and Proxy Statement.
As  promptly  as  practicable  after  the  Registration  Statement  will  become
effective, Company will mail the Proxy Statement to its stockholders.  The Proxy
Statement will include the  recommendation  of the Board of Directors of Company
in favor of the Merger (subject to Section 5.10 hereof).

     Subject  to  Section  5.10  hereof,  neither  the Proxy  Statement  nor the
Registration  Statement  will be filed  with  the SEC by,  and no  amendment  or
supplement to the Proxy Statement or the Registration Statement will be made by,
Parent or Company  without the approval of the other party (which  approval will
not be  unreasonably  withheld or delayed).  Parent and Company each will advise
the other,  promptly  after it  receives  notice  thereof,  of the time when the
Registration  Statement has become  effective or any supplement or amendment has
been  filed,  of  the  issuance  of  any  stop  order,  the  suspension  of  the
qualification  of Parent Common Stock issuable in connection with the Merger for
offering or sale in any jurisdiction, or any request by the SEC for amendment of
the Proxy  Statement  or the  Registration  Statement  or  comments  thereon and
responses thereto or requests by the SEC for additional information.

     (b) Accuracy of Information  Furnished by Parent. The information  supplied
by Parent for inclusion in the  Registration  Statement and the Proxy  Statement
will not, at (i) the time the Registration Statement is declared effective, (ii)
the time the Proxy Statement (or any amendment thereof or supplement thereto) is
first  mailed to the  stockholders  of  Company,  (iii) the time of the  Company
Special Meeting,  and (iv) the Effective Time, contain any untrue statement of a
material fact or omit to state any material  fact required to be stated  therein
or necessary in order to make the statements  therein not misleading.  If at any
time prior to the Effective Time any event or circumstance relating to Parent or
any of its officers or directors  should be discovered by Parent which should be
set forth in an amendment or a supplement to the Registration Statement or Proxy
Statement,  Parent will promptly  inform  Company.  All documents that Parent is
responsible  for  filing  with  the  SEC in  connection  with  the  transactions
contemplated  herein  will  comply  as to form  and  substance  in all  material
respects with the  applicable  requirements  of the Securities Act and the rules
and  regulations  thereunder and the Exchange Act and the rules and  regulations
thereunder.

     (c) Accuracy of Information  Furnished by Company. The information supplied
by Company for inclusion in the  Registration  Statement and the Proxy Statement
will not, at (i) the time the Registration Statement is declared effective, (ii)
the time the Proxy Statement (or any amendment thereof or supplement thereto) is
first  mailed to the  stockholders  of  Company,  (iii) the time of the  Company
Special Meeting,  and (iv) the Effective Time, contain any untrue statement of a
material fact or omit to state any material  fact required to be stated  therein
or necessary in order to make the statements  therein not misleading.  If at any
time prior to the Effective Time any event or  circumstance  relating to Company
or any of its officers or directors should be discovered by Company which should
be set forth in an amendment or a supplement  to the  Registration  Statement or
Proxy Statement, Company will promptly inform Parent. All documents that Company
is  responsible  for filing  with the SEC in  connection  with the  transactions
contemplated  herein  will  comply  as to form  and  substance  in all  material
respects with the  applicable  requirements  of the Securities Act and the rules
and  regulations  thereunder and the Exchange Act and the rules and  regulations
thereunder.

SECTION 5.3 Stockholders'  Meeting.  Company will, in accordance with applicable
law and the Company  Certificate of Incorporation and its Bylaws duly call, give
notice of, convene and hold a special meeting (which,  as may be duly adjourned,
the "Company Special  Meeting") of its stockholders for the purpose of approving
and adopting the agreement of merger (as such term is used in Section 251 of the
DGCL) set forth in this Agreement and approving the Merger,  in each case by the
holders of a majority of the voting power of the  outstanding  shares of Company
Common Stock (with the holders of Company  Ordinary Common Stock and the holders
of Company Class B Common Stock voting together as a single class) (the "Company
Stockholder  Approval").  Company will use its  reasonable  efforts to cause the
Company Special Meeting to occur within seventy five (75) days after the date on
which the Registration Statement becomes effective,  but not earlier than twenty
(20)  business  days  after  the date the  Proxy  Statement  is first  mailed to
stockholders.  Company will include in the Proxy Statement the recommendation of
its Board of Directors  ("Company Board  Recommendation")  that its stockholders
vote in favor of the  Company  Stockholder  Approval,  subject  to the  right to
withdraw,  modify or change such  recommendation in accordance with Section 5.10
of this  Agreement.  If,  after the Initial  Period,  the Board of  Directors of
Company  withdraws,  modifies or changes its recommendation of this Agreement or
the Merger in a manner adverse to Parent or resolves to do any of the foregoing,
Company will nevertheless  remain obligated to call, give notice of, convene and
hold the Company Special Meeting within the time period specified above. Company
will (a) cause its transfer  agent to make stock  transfer  records  relating to
Company available to the extent reasonably necessary to effectuate the intent of
this Agreement,  and (b) otherwise render reasonable assistance to Parent in the
solicitation of proxies by Parent in favor of approval of this Agreement and the
Merger;  provided,  however,  Company  will not be obligated to take the actions
under  clause (b) if Company  has taken any of the actions  contemplated  by the
second sentence of Section 5.10(d).

SECTION 5.4   Approvals and Consents; Cooperation.

     (a) Approvals and Consents.  Company and Parent will together,  or pursuant
to an allocation of responsibility to be agreed upon between them:

          (i) as soon as is reasonably  practicable  take all such action as may
     be required under state blue sky or securities  laws in connection with the
     transactions contemplated by this Agreement;

          (ii) promptly prepare and file with the New York Stock Exchange,  Inc.
     (the "NYSE") and such other stock  exchanges as will be agreed upon listing
     applications  covering the shares of Parent  Common  Stock  issuable in the
     Merger or upon  exercise of Company  stock  options,  warrants,  conversion
     rights or other rights or vesting or payment of other Company  equity-based
     awards and use its  reasonable  efforts to obtain,  prior to the  Effective
     Time, approval for the listing of such Parent Common Stock, subject only to
     official notice of issuance;

          (iii) in addition to their respective obligations contained in Section
     5.8,  cooperate with one another in order to lift any injunctions or remove
     any other impediment to the  consummation of the transactions  contemplated
     herein; and

          (iv)  cooperate  with  one  another  in  obtaining  opinions  of Dewey
     Ballantine LLP, special counsel to Company, and Akin, Gump, Strauss, Hauer,
     & Feld,  L.L.P.,  counsel to Parent,  dated as of the Closing  Date, to the
     effect that the Merger qualifies as a  reorganization  under the provisions
     of Section 368(a) of the Code. In connection therewith, each of Company and
     Parent will deliver to Dewey Ballantine LLP and Akin, Gump, Strauss, Hauer,
     & Feld, L.L.P. such representation letters as reasonably requested by Dewey
     Ballantine LLP and Akin, Gump, Strauss, Hauer & Feld, L.L.P.

     (b)  Cooperation.  Subject to the  limitations  contained  in Section  5.2,
Company and Parent will each furnish to one another and to one another's counsel
all such  information  as may be  reasonably  required  in order to  effect  the
foregoing  actions  and  each  represents  and  warrants  to the  other  that no
information  furnished  by it in  connection  with such  actions or otherwise in
connection  with  the  consummation  of the  transactions  contemplated  by this
Agreement will contain any untrue  statement of a material fact or omit to state
a  material  fact  required  to be  stated in order to make any  information  so
furnished,  in light of the  circumstances  under which it is so furnished,  not
misleading.

SECTION 5.5 Access to Information; Confidentiality. As permitted by law, Company
will  afford  to  Parent,  and to  Parent's  officers,  employees,  accountants,
counsel, financial advisors and other representatives,  reasonable access during
normal  business  hours during the period prior to the Effective Time to all the
properties,  books,  contracts,  commitments  and  records  of  Company  and its
subsidiaries,  and during such period,  Company will furnish  promptly to Parent
(a) a copy of each report,  schedule,  registration statement and other document
filed by it or its subsidiaries  during such period pursuant to the requirements
of applicable  federal or state  securities  laws and (b) all other  information
concerning  its  business,  properties  and  personnel as Parent may  reasonably
request;  provided,  that Parent will use its reasonable efforts to minimize the
disruption  to  the  operations  of the  business  of  Company.  Notwithstanding
anything  to the  contrary  in this  Agreement,  neither  Company nor any or its
Subsidiaries  will be  required  to disclose  any  information  to Parent or its
authorized  representatives if doing so could violate any federal,  state, local
or foreign law, rule or  regulation to which Company or any of its  Subsidiaries
is  subject.  Parent  will  keep  such  information  provided  to it by  Company
confidential  in  accordance  with the terms of the  Confidentiality  Agreement,
dated  August  7,  2001,  between  Parent  and  Company  (the   "Confidentiality
Agreement").

SECTION 5.6 Affiliates.  Company will,  prior to the Effective Time,  deliver to
Parent a list (reasonably satisfactory to counsel for Parent), setting forth the
names and  addresses of all persons who are, at the time of the Company  Special
Meeting, in Company's reasonable judgment,  "affiliates" of Company for purposes
of Rule 145 under the Securities Act. Company will make available for inspection
such information and documents as Parent may reasonably  request for the purpose
of reviewing  such list.  Company will use its  reasonable  efforts to cause all
persons who (a) are, on the date of this Agreement, "affiliates" of Company (for
purposes of Rule 145 under the Securities  Act) to execute and deliver to Parent
not later than ten (10) days prior to the date of the Company Special Meeting, a
written  agreement  substantially in the form attached as Exhibit 5.6, with such
modifications as may be appropriate, and (b) become "affiliates" of Company (for
purposes  of Rule 145 under the  Securities  Act) after the date of the  Company
Special  Meeting to execute  and  deliver to Parent not later than five (5) days
prior to the Closing Date a written agreement substantially in the form attached
as Exhibit 5.6, with such modifications as may be appropriate.

SECTION 5.7   Rights Under Stock Plans.

     (a)  Assumption  of  Options  by  Parent.   At  the  Effective  Time,  each
outstanding option to purchase shares of Company Common Stock ("Option") granted
under  the  Employee  Stock  Option  Plan or  otherwise,  which  is  outstanding
immediately prior to the Effective Time,  whether or not then exercisable,  will
vest and  become  exercisable  and will be  assumed  by  Parent  and  deemed  to
constitute  an option to  acquire,  on the same  terms and  conditions,  mutatis
mutandis  (including  without  limitation  adjustments  for any stock  dividend,
subdivision, reclassification, recapitalization, split, combination, exchange of
shares  or  similar  transaction),  as were  applicable  under  such  Option  or
agreement  prior to the  Effective  Time,  the number of shares of Parent Common
Stock as the holder of such Option would have been entitled to receive  pursuant
to the Merger had such holder exercised such Option in full immediately prior to
the  Effective  Time (not taking into account  whether or not such Option was in
fact exercisable) at a price per share equal to (i) the aggregate exercise price
for Company Common Stock purchasable pursuant to such Option divided by (ii) the
Conversion  Ratio;  provided,  that the number of shares of Parent  Common Stock
that may be purchased  upon  exercise of any such Option or  agreement  will not
include any fractional  share and, upon exercise of such Option or agreement,  a
cash  payment  will be made for any  fractional  share  based upon the last sale
price per share of Parent Common Stock on the trading day immediately  preceding
the  date of  exercise.  From and  after  the  Effective  Time,  Parent  and the
Surviving  Corporation  will comply with the terms of the Employee  Stock Option
Plan and the agreements  governing any Options.  The adjustments provided herein
with respect to any Options that are  "incentive  stock  options" (as defined in
Section 422 of the Code) will be effected in a manner  consistent  with  Section
424(a) of the Code.

     (b)  Reservation  of Shares;  Form S-8.  Parent  will cause to be taken all
corporate action necessary to reserve for issuance a sufficient number of shares
of Parent Common Stock for delivery upon exercise of Options in accordance  with
this Section 5.7. As promptly as practicable  after the Effective  Time,  Parent
will cause Parent Common Stock subject to assumed Options to be registered under
the  Securities  Act  pursuant to a  registration  statement on Form S-8 (or any
successor or other  appropriate  forms) and will use its  reasonable  efforts to
cause the  effectiveness of such  registration  statement (and current status of
the prospectus or  prospectuses  contained  therein) to occur promptly after the
Effective  Time  and to be  maintained  for  so  long  as  such  Options  remain
outstanding.

     (c) Employee Stock Purchase Plan.  Prior to the Closing Date,  Company will
take all necessary  action pursuant to the ESPP to provide that, on the business
day prior to the Closing Date (the "Purchase Date"), the ESPP will be terminated
and no further  offering  will be made and that all  amounts  allocated  to each
participant's  account  under the ESPP will  thereupon,  at the  election of the
participant  either (i) be used to  purchase  from  Company  newly-issued  whole
shares of Company  Ordinary  Common Stock at a price equal to 90% of the closing
price  per  share of  Company  Ordinary  Common  Stock on the  first  day of the
then-current  offering  period,  or on the Purchase Date,  whichever is less, or
(ii) refunded to the  participant.  At the Effective Time, any shares of Company
Ordinary Common Stock so purchased will be treated as provided in Section 2.3 of
this Agreement.

     (d) Non-employee  Directors' Equity Compensation Plan. Prior to the Closing
Date,  Company  will take all  necessary  action  pursuant  to its  Non-employee
Directors'  Equity  Compensation Plan to provide that, on the Purchase Date, the
Non-employee Directors' Equity Compensation Plan will be terminated and that all
amounts deferred under the Non-employee  Directors' Equity Compensation Plan for
the plan  quarter in which the  Purchase  Date  occurs  will be used to purchase
newly-issued  whole shares of Company  Ordinary  Common Stock in accordance with
the terms of the Plan as if the Purchase  Date was a "Quarter  Date" (as defined
under the Non-employee  Directors' Equity  Compensation  Plan). At the Effective
Time, any shares of Company  Ordinary  Common Stock so purchased will be treated
as provided in Section 2.3 of this Agreement.

SECTION 5.8   Filings; Other Action.

     (a)  Governmental  Approvals.  Subject to the terms and  conditions  herein
provided, Company and Parent will (i) promptly make their respective filings and
thereafter  make  any  other  required  submissions  under  the  HSR Act and the
Communications Act, (ii) use reasonable efforts to cooperate with one another in
(A)  determining  whether any filings are required to be made with, or consents,
permits, authorizations or approvals are required to be obtained from, any third
party,   the  United  States   government  or  any  agencies,   departments   or
instrumentalities   thereof  or  other  governmental  or  regulatory  bodies  or
authorities of federal,  state,  local and foreign  jurisdictions  in connection
with the execution and delivery of this  Agreement and the  consummation  of the
transactions  contemplated  hereby and (B) timely  making all such  filings  and
timely  seeking all such consents,  permits,  authorizations  or approvals,  and
(iii) use  reasonable  efforts to take, or cause to be taken,  all other actions
and do, or cause to be done, all other things necessary,  proper or advisable to
consummate and make effective the transactions  contemplated hereby,  including,
without  limitation,  taking  all  such  further  action  as  reasonably  may be
necessary to resolve  such  objections,  if any, as the FCC,  the Federal  Trade
Commission, the Antitrust Division of the Department of Justice, state antitrust
enforcement  authorities or competition authorities of any other nation or other
jurisdiction   or  any  other  person  may  assert  under  relevant   antitrust,
competition or communications laws with respect to the transactions contemplated
hereby.

     (b)  Other  Antitrust  Matters.  Without  limiting  the  generality  of the
undertakings  pursuant to this Section 5.8,  Parent and Company agree to take or
cause to be taken the following  actions:  (i) provide  promptly to Governmental
Entities  with  regulatory  jurisdiction  over  enforcement  of  any  applicable
antitrust  laws  ("Government   Antitrust  Entity")  information  and  documents
requested by any Government  Antitrust Entity or necessary,  proper or advisable
to permit consummation of the transactions  contemplated by this Agreement; (ii)
without in any way limiting the provisions of Section  5.8(a)(i) above, file any
Notification and Report Form and related material  required under the HSR Act as
soon as practicable  after the date of this Agreement,  and, if deemed advisable
by  Parent,  thereafter  use  its  reasonable  efforts  to  certify  as  soon as
practicable  its  substantial   compliance  with  any  requests  for  additional
information  or  documentary  material  that may be made under the HSR Act;  and
(iii) the proffer by each of Parent and Company of its  willingness  to (A) sell
or otherwise dispose of, or hold separate and agree to sell or otherwise dispose
of,  such  assets,  categories  of  assets  or  businesses  of  Company  or  its
Subsidiaries or, if deemed advisable by Parent,  of Parent or its  Subsidiaries,
(B) terminate such existing relationships and contractual rights and obligations
of  Company,  and (C)  amend  or  terminate  such  existing  licenses  or  other
intellectual  property  agreements  and enter  into such new  licenses  or other
intellectual  property  agreements  of Company (and, in each case, to enter into
agreements with the relevant  Government  Antitrust Entity with respect thereto)
in each case with  respect to the  foregoing  clauses  (A),  (B) or (C) (each an
"Antitrust  Divestiture  Condition"),  if such action is  necessary  to avoid or
prevent any action by any  Government  Antitrust  Entity  which would  restrain,
enjoin or otherwise  prevent  consummation of the  transactions  contemplated by
this Agreement;  provided, however, that the consummation of each such action or
transaction   contemplated   by  this  clause  (iii)  will  be   conditioned  on
consummation  of the  Merger.  Each of Company  and  Parent  will keep the other
informed of any  material  communication  (including,  without  limitation,  any
meeting,  conference or telephonic call) and will provide to the other copies of
all  correspondence  between it (or its advisors) and any  Government  Antitrust
Entity  relating  to this  Agreement  or any of the  matters  described  in this
Section  5.8(b),  and each of Company and Parent will permit the other to review
any material communication to be given by it to any Government Antitrust Entity.
Without limiting the immediately  preceding sentence,  Company will consult with
Parent in  advance  (to the  extent  practicable  on any call  initiated  by any
Antitrust  Government Entity) of any telephonic call, meeting or conference with
any Government  Antitrust Entity and, to the extent permitted by such Government
Antitrust Entity,  give Parent the opportunity to attend and participate in such
telephonic calls, meetings and conferences. Company agrees to use its reasonable
efforts to ensure  that all  telephonic  calls and  meetings  with a  Government
Antitrust Entity regarding the  transactions  contemplated  hereby or any of the
matters described in this Section 5.8(b) will include representatives of Parent.
Except as expressly  provided in this Section 5.8(b) (i) no failure by Parent or
Company to obtain  termination  of the waiting  period under the HSR Act will be
deemed to be a breach  hereunder,  and (ii) no Antitrust  Divestiture  Condition
imposed or requested by any  Governmental  Entity will excuse  Company or Parent
from its obligation to consummate the transactions contemplated hereby, provided
that no Antitrust Divestiture  Condition is, in Parent's judgment,  individually
or in the  aggregate,  reasonably  likely to have a Material  Adverse  Effect on
Parent or Company and that each Antitrust  Divestiture  Condition is conditioned
upon the consummation of the Merger. Parent will be principally  responsible for
and in control of the process of dealing with any  Government  Antitrust  Entity
with  respect to the  transactions  contemplated  hereby,  including  the timing
(subject to the express limitations on timing set forth in this Section 5.8(b)),
negotiation and  determination of any actions proposed to be taken by Company or
Parent or either's respective Subsidiaries. Without limiting the foregoing, with
respect to any television or radio stations or outdoor  advertising assets owned
or operated by Company or any of its Subsidiaries that are identified by Parent,
if requested by Parent,  Company will provide  prospective buyers with customary
access  and due  diligence  information,  subject to  customary  confidentiality
arrangements reasonably satisfactory to Company, and will enter into divestiture
purchase  agreements,  the  consummation  of which will be conditioned  upon the
consummation  of the  Merger.  Notwithstanding  the  foregoing  in this  Section
5.8(b),  neither of Parent or Company  will be required to take any action under
this Section 5.8(b) that is inconsistent with applicable law.

     (c) FCC  Approvals.  Without  limiting the  generality of the  undertakings
pursuant to this  Section 5.8,  Parent and Company  agree to take or cause to be
taken the following  actions:  (i) provide  promptly to the FCC  information and
documents  requested  by the FCC or  necessary,  proper or  advisable  to permit
consummation of the transactions  contemplated by this Agreement, and thereafter
use  its  reasonable   efforts  to  comply  with  any  requests  for  additional
information  or documentary  material that may be made under the  Communications
Act;  and (ii) the proffer by each of Parent and Company of its  willingness  to
(A)  sell or  otherwise  dispose  of,  or hold  separate  and  agree  to sell or
otherwise  dispose  of,  or  transfer  to an  interim  custodian,  such  assets,
categories of assets or businesses of Company or its  Subsidiaries or, if deemed
advisable  by Parent,  of Parent or its  Subsidiaries,  and (B)  terminate  such
existing  relationships  and  contractual  rights and obligations of Company and
(and, in each case, to enter into agreements with the FCC giving effect thereto)
in each case with  respect  to the  foregoing  clauses  (A) or (B) (each an "FCC
Divestiture Condition"), if such action is necessary or reasonably advisable for
the  purpose  of  promptly  obtaining  the FCC's  approval  of the  transactions
contemplated by this Agreement; provided, however, that the consummation of each
such action or transaction  contemplated by this clause (ii) will be conditioned
on  consummation  of the Merger.  Each of Company and Parent will keep the other
informed of any  material  communication  (including,  without  limitation,  any
meeting,  conference or telephonic  call),  and will provide the other copies of
all correspondence between it (or its advisors) and the FCC, and each of Company
and Parent  will  permit the other to review any  material  communication  to be
given by it to the FCC.  Without  limiting the immediately  preceding  sentence,
Company will consult  with Parent in advance (to the extent  practicable  on any
call initiated by the FCC) of any telephonic  call,  meeting or conference with,
the FCC and, to the extent  permitted by the FCC, give Parent the opportunity to
attend and  participate  in such  telephonic  calls,  meetings and  conferences.
Company agrees to use its reasonable efforts to ensure that all telephonic calls
and meetings with the FCC regarding the transactions  contemplated hereby or any
of the matters described in this Section 5.8(c) will include  representatives of
Parent.  Except as expressly provided in this Section 5.8(c), no FCC Divestiture
Condition imposed or requested by the FCC will excuse Company or Parent from its
obligation to consummate the transactions  contemplated hereby, provided that no
FCC  Divestiture  Condition  is, in Parent's  judgment,  individually  or in the
aggregate,  reasonably  likely to have a  Material  Adverse  Effect on Parent or
Company  and  that  each  FCC  Divestiture  Condition  is  conditioned  upon the
consummation  of the Merger.  Parent will be principally  responsible for and in
control of the process of dealing with the FCC with respect to the  transactions
contemplated hereby, including the timing (subject to the express limitations on
timing set forth in this Section 5.8(c)),  negotiation and  determination of any
actions  proposed  to be taken by  Company  or  Parent  or  either's  respective
Subsidiaries.   Without  limiting  the  foregoing,   (i)  the  FCC  applications
contemplated  herein  will  include a request for a  twelve-month  waiver of the
FCC's  radio-television  cross-ownership  rule,  and (ii)  with  respect  to any
television  or  radio  stations  owned  or  operated  by  Company  or any of its
Subsidiaries that are identified by Parent, if requested by Parent, Company will
provide prospective buyers with customary access and due diligence  information,
subject to customary  confidentiality  arrangements  reasonably  satisfactory to
Company, and will enter into divestiture  purchase agreements,  the consummation
of  which  will  be   conditioned   upon  the   consummation   of  the   Merger.
Notwithstanding  the  foregoing  in this  Section  5.8(c),  neither of Parent or
Company will be required to take any action  under this  Section  5.8(c) that is
inconsistent with applicable law.

SECTION 5.9 Further Assurances. In case at any time after the Effective Time any
further action is reasonably necessary or desirable to carry out the purposes of
this  Agreement,  the proper  officers of Company and Parent will use reasonable
efforts to take all such necessary action.

SECTION 5.10   No Solicitation.

     (a) No  Solicitation.  Company  agrees that from the date of this Agreement
through the Effective  Time, it will not,  directly or  indirectly,  nor will it
permit any of its Subsidiaries to, nor will it authorize or knowingly permit any
officer, director or employee of, or any investment banker, attorney, accountant
or other  advisor  or  representative  of,  Company  or any of its  Subsidiaries
(collectively,  the "Company Representatives") to directly or indirectly through
another person, solicit or initiate or knowingly encourage, induce or facilitate
the  making,   submission  or  announcement  of  any  Acquisition  Proposal,  or
participate in any substantive discussions or negotiations regarding, or furnish
to any Person any information with respect to any proposal that constitutes,  or
would reasonably be expected to lead to, any Acquisition  Proposal,  or approve,
endorse  or  recommend  any  Acquisition  Proposal,  or enter into any letter of
intent,  agreement in  principle,  acquisition  agreement  or other  document or
contract  contemplating  or  otherwise  relating  to  an  Acquisition  Proposal;
provided,  however,  that the  foregoing  will not  prohibit  Company  until the
expiration of the Initial Period from furnishing information to or entering into
substantive   discussions  or  negotiations   with  any  person  that  makes  an
unsolicited bona fide proposal to enter into a business combination with Company
pursuant to an  Acquisition  Proposal which the Board of Directors of Company in
good faith determines is a Superior  Proposal or which the Board of Directors of
Company in good faith  determines  could  reasonably  be  expected  to lead to a
Superior Proposal, so long as:

          (i)  prior  to  furnishing  any   information  to,  or  entering  into
     substantive  discussions  with, such a person Company  provides written and
     oral notice to Parent to the effect that it is furnishing  information  to,
     or entering into substantive  discussions  with, a person from whom Company
     will  have  received  an  executed  confidentiality  agreement  in form and
     substance similar to the Confidentiality Agreement prior to furnishing such
     information;

          (ii)  such  notice  will  include  the terms  and  conditions  of such
     Acquisition  Proposal  or any  agreement  proposed  by, or any  information
     supplied to, any such person;

          (iii) simultaneously with furnishing any nonpublic  information to any
     such person, Company furnishes such nonpublic information to Parent (to the
     extent that such nonpublic information has not been previously furnished by
     Company to Parent);

          (iv) Company,  its  Subsidiaries  and Company  Representatives  are in
     compliance  with  the  provisions  of this  Section  5.10  in all  material
     respects;

          (v) such  unsolicited bona fide proposal is made by a third party that
     the  Board  of  Directors  of  Company  determines  in good  faith  has the
     financial capability to consummate a Superior Proposal; and

          (vi) the Board of Directors of Company,  after consulting with outside
     legal  counsel to  Company,  determines  in good faith that such  action is
     consistent  with the fiduciary  duties of the Board of Directors of Company
     to stockholders of Company under applicable law.

     Without  limiting  the  foregoing,  it is agreed that any  violation of the
restrictions set forth in Section  5.10(a)(i)-(vi) by any Company Representative
will be deemed to be a breach of this Section  5.10 by Company.  For purposes of
this Agreement,  (A) "Acquisition  Proposal" means any offer or proposal for, or
any  indication  of  interest  in  (whether or not in writing and whether or not
delivered to Company's stockholders generally),  from any person relating to any
(i) direct or indirect  acquisition  or purchase of a business that  constitutes
15% or more of the net  revenues,  net income or the  assets of Company  and its
Subsidiaries  taken as a whole, (ii) direct or indirect  acquisition or purchase
of 15% or more of any  class  of  equity  securities  of  Company  or any of its
Subsidiaries  whose business  constitutes  15% or more of the net revenues,  net
income or assets of Company  and its  Subsidiaries,  taken as a whole  (each,  a
"Material Subsidiary"), (iii) tender offer or exchange offer that if consummated
would result in any person  beneficially  owning 15% more of any class of equity
securities  of Company or of any of its Material  Subsidiaries,  or (iv) merger,
consolidation, business combination, recapitalization, liquidation, dissolution,
share exchange or similar  transaction  involving Company or any of its Material
Subsidiaries, other than the transactions contemplated by this Agreement and (B)
"Superior  Proposal" means an Acquisition  Proposal which the Board of Directors
of Company in good faith determines (after consultation with a financial advisor
of nationally  recognized  reputation  and after taking into account all factors
deemed relevant by the Board of Directors of Company,  including but not limited
to timing, breakup fees, expense reimbursement provisions, type of consideration
and conditions to  consummation)  that the  consideration to the then holders of
Company  Common  Stock  is  superior  from a  financial  point  of  view  to the
consideration provided for in this Agreement.

     (b) Notification. Company will notify Parent in writing of the fact that it
received inquiries,  offers or proposals with respect to an Acquisition Proposal
within 24 hours after  Company  obtains  Knowledge  of the  receipt  thereof and
Company  will use all  reasonable  efforts  to  inform  Parent  promptly  of all
material  developments  with  respect  to the  status  and the terms of any such
substantive  discussions  or  negotiations  (including  without  limitation  the
identity of the person with whom such  substantive  discussions  are being held)
and uses its  reasonable  efforts  to  provide  Parent  copies  of such  written
proposals  and  any  material   amendments  or  revisions  thereto  or  material
correspondence  related thereto.  Company will immediately cease and cause to be
terminated any existing  activities,  discussions or negotiations with any other
person  that  have  been  conducted  heretofore  with  respect  to  a  potential
Acquisition  Proposal.  Company agrees to inform Company  Representatives of the
obligations  undertaken in this Section 5.10;  provided,  however,  that nothing
contained in this  Agreement will prevent the Board of Directors of Company from
referring any third-party to this Section 5.10.

     (c) No Release or Waiver or Approval.  Company agrees not to (i) release or
permit the release of any person  from,  or to waive or permit the waiver of any
provision of, any  confidentiality,  "standstill" or similar  agreement to which
Company  or any of its  Subsidiaries  is a party,  and  will use its  reasonable
efforts to enforce or cause to be enforced each such agreement at the request of
Parent,  and (ii) approve of any "Business  Combination"  or any  transaction in
which a person or entity becomes an "interested stockholder" of Company (in each
case,  as defined in Section 203 of the DGCL) other than such approval (A) given
in connection  with the Merger or (B) which by its terms becomes  effective only
upon the  termination of this Agreement in compliance  with the terms of Section
7.1(i).

     (d) No Action to be Taken.  Except as  expressly  permitted by this Section
5.10,  neither the Board of Directors of Company nor any committee  thereof will
(i)  withdraw,  modify or change,  or propose  publicly to  withdraw,  modify or
change,  in a manner adverse to Parent,  the approval or  recommendation by such
Board of Directors of the Merger or this Agreement or (ii) approve or recommend,
or  propose  publicly  to  approve  or  recommend,   any  Acquisition  Proposal.
Notwithstanding  the  foregoing,  in the event  that the Board of  Directors  of
Company determines in good faith, after consultation with outside counsel,  that
it is  necessary  to do so in  order  to act in a  manner  consistent  with  its
fiduciary  duties to Company's  stockholders  under applicable law, the Board of
Directors of Company may take any action otherwise prohibited by the immediately
preceding sentence.

     (e)  Compliance  with  Exchange  Act and  Disclosure  Obligations.  Nothing
contained in this Section 5.10 will prohibit  Company from taking and disclosing
to  its  stockholders  a  position  contemplated  by  Rule  14d-9  and  14e-2(a)
promulgated under the Exchange Act, from engaging in discussions with any person
for the sole  purpose of  clarifying  a bona fide  unsolicited  proposal or from
making any disclosure to Company's  stockholders  if, in the good faith judgment
of the Board of Directors of Company,  after  consultation with outside counsel,
failure to so discuss or disclose would be inconsistent with its or the Board of
Directors' obligations under applicable law.

SECTION 5.11   Director and Officer Liability.

     (a) Survival of Indemnification.  Parent, Merger Sub and Company agree that
all rights to indemnification and all limitations on liability existing in favor
of any  Indemnitee  as  provided in the Company  Certificate  of  Incorporation,
Bylaws of  Company  or any  Indemnity  Agreement  will  survive  the  Merger and
continue in full force and effect.  To the extent  permitted by (i) the DGCL, or
(ii) the  Company  Certificate  of  Incorporation  and the  Bylaws  of  Company,
advancement  of  Indemnitee  Expenses  pursuant  to this  Section  5.11  will be
mandatory  rather than permissive and the Surviving  Corporation and Parent will
advance Indemnitee Costs in connection with such  indemnification.  Parent will,
and will  cause the  Surviving  Corporation  to,  expressly  assume and honor in
accordance  with their terms any  agreement  providing  for  indemnification  by
Company or any Subsidiary of Company of any Indemnitee previously made available
for inspection by Parent in effect on the date of this Agreement  (including any
indemnity  provisions  contained in any agreement providing for the registration
of securities) (each, an "Indemnity Agreement").

     (b) Indemnification by Parent and Surviving Corporation. In addition to the
other rights  provided for in this Section 5.11 and not in  limitation  thereof,
from and after the  Effective  Time,  Parent will,  and will cause the Surviving
Corporation to, to the fullest extent permitted by applicable law, (i) indemnify
and hold harmless the  individuals  who on or prior to the  Effective  Time were
officers, directors or employees of Company or any of its Subsidiaries,  and the
heirs,  executors,  trustees,  fiduciaries and  administrators of such officers,
directors or employees  (collectively,  the  "Indemnitees")  against all losses,
Indemnitee  Expenses (as hereinafter  defined),  claims,  damages,  liabilities,
judgments, or amounts paid in settlement  (collectively,  "Indemnitee Costs") in
respect  to  any  threatened,  pending  or  completed  claim,  action,  suit  or
proceeding,  whether criminal, civil,  administrative or investigative based on,
or arising out of or relating to the fact that such person is or was a director,
officer or  employee  of Company or any of its  Subsidiaries  and arising out of
acts or  omissions  occurring  on or prior  to the  Effective  Time  (including,
without  limitation,  in respect of acts or  omissions in  connection  with this
Agreement and the transactions  contemplated hereby) (an "Indemnifiable  Claim")
and (ii)  advance  to such  Indemnitees  all  Indemnitee  Expenses  incurred  in
connection  with any  Indemnifiable  Claim  promptly after receipt of reasonably
detailed  statements  therefor;  provided,  that, the person to whom  Indemnitee
Expenses  are to be advanced  would be required to repay such  advances if it is
ultimately  determined that such person is not entitled to indemnification  from
Parent  or the  Surviving  Corporation.  Parent  will  not  be  liable  for  any
settlement  effected  without its written  consent  (which  consent  will not be
unreasonably withheld or delayed).  Except as otherwise may be provided pursuant
to any Indemnity  Agreement,  the Indemnitees as a group may retain only one law
firm with respect to each related  matter  except to the extent there is, in the
opinion of counsel to an Indemnitee,  under applicable standards of professional
conduct,  a conflict on any  significant  issue between  positions of any two or
more Indemnitees.  For the purposes of this Section 5.11,  "Indemnitee Expenses"
will  include  reasonable  attorneys'  fees and all  other  costs,  charges  and
expenses paid or incurred in connection with investigating,  defending,  being a
witness in or participating in (including on appeal), or preparing to defend, be
a witness in or participate in any Indemnifiable Claim.

     (c) Binding  Effect on Successors  and Assigns.  Notwithstanding  any other
provisions  hereof,  the obligations of Company,  the Surviving  Corporation and
Parent  contained in this Section 5.11 will be binding upon the  successors  and
assigns of Parent and the  Surviving  Corporation.  In the event  Company or the
Surviving  Corporation  or any of their  respective  successors  or assigns  (i)
consolidates  with or merges  into any other  person  or (ii)  transfers  all or
substantially  all of its properties or assets to any person,  then, and in each
case, proper provision will be made so that successors and assigns of Company or
the  Surviving  Corporation,  as the  case  may be,  honor  the  indemnification
obligations set forth in this Section 5.11.

     (d)  Termination  or  Modification  of  Indemnification   Obligations.  The
obligations of Company, the Surviving Corporation, and Parent under this Section
5.11 will not be terminated or modified in such a manner as to adversely  affect
any  Indemnitee  to whom this Section  5.11 applies  without the consent of such
affected Indemnitee (it being expressly agreed that the Indemnitees to whom this
Section 5.11 applies will be third party beneficiaries of this Section 5.11).

     (e)  Advancement  of Indemnitee  Expenses.  Parent will, and will cause the
Surviving  Corporation  to,  advance all  Indemnitee  Expenses to any Indemnitee
incurred by enforcing  the indemnity or other  obligations  provided for in this
Section 5.11.

     (f) Continuation of Insurance  Policy.  For a period of six years after the
Effective  Time,  Parent  will  cause to be  maintained  in effect  the  current
directors  and  officers  liability  insurance  policies  maintained  by Company
(provided that Parent may substitute policies of at least the same coverage with
other terms and conditions that are no less advantageous to the Indemnitee,  and
provided  further  that the  annual  premiums  to be paid  with  respect  to the
maintenance  of such  policies  during  such six year period will not exceed one
hundred  fifty  percent  (150%) of the annual  premium  paid by Company for such
policies as of the date of this  Agreement  with respect to claims  arising from
facts or events that occurred prior to the Effective Time.

SECTION 5.12 Accountants'  "Comfort"  Letters.  Company and Parent will each use
reasonable  efforts to cause to be  delivered  to each other  letters from their
respective independent accountants, dated a date within two business days before
the  effective  date  of  the   Registration   Statement,   in  form  reasonably
satisfactory  to the  recipient  and  customary  in scope  for  comfort  letters
delivered by independent  accountants in connection with registration statements
on Form S-4 under the Securities Act.

SECTION  5.13  Additional  Reports.  Company and Parent will each furnish to the
other copies of any reports  which it files with the SEC on or after the date of
this  Agreement,  and  Company and Parent,  as the case may be,  represents  and
warrants that as of the respective dates thereof,  such reports will not contain
any  untrue  statement  of a  material  fact or omit to  state a  material  fact
required to be stated  therein or necessary to make the  statement  therein,  in
light of the circumstances under which they were made, not misleading; provided,
that the foregoing will not apply to the financial  statements contained therein
(which are  covered  by the  following  sentence).  Any  consolidated  financial
statements  included in such reports (including any related notes and schedules)
will fairly present in all material  respects the financial  position of Company
and its consolidated  Subsidiaries or Parent and its consolidated  Subsidiaries,
as the case may be, as of the dates  thereof and the results of  operations  and
changes in  financial  position or other  information  included  therein for the
periods  or as of the date then ended  (subject,  where  appropriate,  to normal
year-end adjustments), in each case in accordance with GAAP consistently applied
during the periods involved (except as otherwise  disclosed in the notes thereto
and except  that such  financial  statements  will not  include all of the notes
required by GAAP).

SECTION  5.14 Plan of  Reorganization.  This  Agreement  constitutes  a "plan of
reorganization"  within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the
income tax  regulations  promulgated  under the Code. From and after the date of
this  Agreement  and until the  Effective  Time,  each party hereto will use its
reasonable efforts to cause the Merger to qualify, and will not take, or fail to
take, any action or cause, or fail to cause,  any action to be taken which could
prevent the Merger from qualifying,  as a reorganization under the provisions of
Section 368(a) of the Code.  Following the Effective Time, neither the Surviving
Corporation,  Parent nor any of their Affiliates will take, or fail to take, any
action or cause, or fail to cause,  any action to be taken which could cause the
Merger to fail to qualify as a reorganization under Section 368(a) of the Code.

SECTION 5.15 Conveyance Taxes;  Fees. Each of Parent and Company,  respectively,
will timely pay any real property transfer or gains, sales, use, transfer, value
added, stock transfer and stamp taxes, any transfer, recording, registration and
other fees,  and any similar taxes or fees not  including any income tax,  gross
receipt  tax or any  similar tax  measured  with  respect to gross or net income
(collectively,  the  "Conveyance  Taxes")  imposed  on  it at or  prior  to  the
Effective Time in connection with the transactions  contemplated  hereunder that
are  required  to be paid in  connection  therewith.  Parent  and  Company  will
cooperate  in  the  preparation,  execution  and  filing  of  all  Tax  Returns,
questionnaires,  applications,  or other documents regarding any such Conveyance
Taxes.

SECTION 5.16 Public  Announcements.  Unless otherwise required by applicable law
or the requirements of any listing agreement with any applicable stock exchange,
Parent and Company will each use their  reasonable  efforts to consult with each
other before issuing any press release or otherwise making any public statements
with respect to this Agreement or any transaction contemplated by this Agreement
and will not issue any such  press  release  or make any such  public  statement
prior to such consultation.

SECTION 5.17 Employee Benefits.  Until December 31 of the calendar year in which
the Closing  occurs,  Parent will provide or cause to be provided to the current
employees of Company (the "Current  Employees")  benefits that are comparable in
the  aggregate  (other  than plans or  benefits  providing  for the  issuance of
Company stock) to the benefits currently provided to the Current Employees,  and
thereafter will provide the Current Employees with benefits  comparable to those
provided to  similarly-situated  employees of Parent. From and after the Closing
Date,  Parent will  recognize any prior  service of Current  Employees as of the
Closing Date for all purposes  other than benefit  accrual under Parent  benefit
plans and  Parent's  benefits  arrangements  in which they become  participants.
Notwithstanding  the  foregoing,  Parent  will  credit any prior  service of the
Current  Employees with Company or its  Subsidiaries  (to the extent credited by
Company and its  Subsidiaries)  for  purposes of level of benefits  under Parent
vacation pay plans in which they become  participants.  Parent and Company agree
that where  applicable  with  respect to any medical or dental  benefit  plan of
Parent,  Parent  will  waive,  with  respect  to  any  Current  Employees,   any
pre-existing  condition  exclusion  and  actively-at-work  requirements,  to the
extent such exclusion or requirement would not have applied under the applicable
plan of Company or any of its  subsidiaries.  Following the Closing Date, Parent
will cause the  Surviving  Corporation  to discharge all  obligations  under the
retention and severance  plans and agreements to be entered into as set forth in
Section 3.8(f) of the Company Disclosure Letter.

SECTION 5.18   Transaction Expenses and Termination Fee.

     (a)  Expense  Allocation.  Except  as  provided  in  Section  5.18(c),  all
Transaction  Expenses  incurred by the parties  hereto will be borne  solely and
entirely by the party that incurred such Transaction Expenses.

     (b)  Definition.  "Transaction  Expenses"  as used in this  Agreement  will
include all reasonable, actual and documented out-of-pocket expenses (including,
without limitation, all reasonable fees and expenses of counsel, accountants and
investment bankers to a party hereto and its Affiliates)  incurred by a party or
on its behalf in connection with or related to the  authorization,  preparation,
negotiation,  execution and  performance  of this  Agreement,  the  preparation,
printing, filing and mailing of the Registration Statement, the Proxy Statement,
the  solicitation  of  stockholder  approval,  requisite HSR Act filings and all
other  matters  related to the  consummation  of the  transactions  contemplated
hereby.

     (c) Payment of Transaction  Expenses and  Termination  Fee.  Company agrees
that, if:

          (i) Company or Parent  terminates  this Agreement  pursuant to Section
     7.1(f);

          (ii) (A) Parent terminates this Agreement  pursuant to Section 7.1(g),
     (B) at any time after the date of this  Agreement an  Acquisition  Proposal
     will have been publicly announced and (C) within fifteen (15) months of the
     termination of this Agreement,  Company enters into a definitive  agreement
     with  any  third  party  with  respect  to  a  transaction  similar  to  an
     Acquisition Proposal or any such transaction is consummated;

          (iii) Parent terminates this Agreement pursuant to Section 7.1(h); or

          (iv) Company terminates this Agreement pursuant to Section 7.1(i);

     then Company will pay by wire transfer of  immediately  available  funds to
Parent a termination  fee in an amount equal to seventeen  million,  two hundred
fifty thousand dollars ($17,250,000) (the "Termination Fee") plus the actual and
documented  Transaction  Expenses of Parent up to seven  million,  five  hundred
thousand  dollars  ($7,500,000).  For  purposes  of  Section  5.18(c)(ii)  only,
"Acquisition  Proposal"  will have the  meaning  otherwise  assigned to the term
"Acquisition  Proposal,"  except that the references to "15%" in such definition
will be deemed to be references to "50%."

     (d)  Payment  of  Transaction  Expenses.  Company  agrees  that,  if Parent
rightfully  terminates this Agreement  pursuant to Section 7.1(d),  then Company
will pay by wire transfer of  immediately  available  funds to Parent the actual
and documented  Transaction Expenses of Parent up to seven million, five hundred
thousand  dollars  ($7,500,000).  The payment of the Transaction  Expenses under
this  Section  5.18(d)  will not relieve any party of any  liability  or damages
resulting  from  any  breach  by  that  party  of any  of  its  representations,
warranties,  covenants  or  agreements  set forth in this  Agreement;  provided,
however,  that  Company may offset the amount of any such  liability  or damages
payable by Company by an amount equal to the Transaction  Expenses actually paid
by Company to Parent pursuant to this Section 5.18(d).

                                   ARTICLE VI
                            CONDITIONS TO THE MERGER

SECTION 6.1  Conditions to the  Obligations  of each Party.  The  obligations of
Company,  Parent  and  Merger Sub to  consummate  the Merger are  subject to the
satisfaction  or  waiver  on or  prior  to the  Closing  Date  of the  following
conditions:

     (a) Registration  Statement.  The  Registration  Statement will have become
effective   under  the  Securities   Act  and  no  stop  order   suspending  the
effectiveness of the Registration Statement will have been issued by the SEC and
no proceeding for that purpose will have been initiated by the SEC.

     (b) Company Stockholder Approval. This Agreement will have been approved by
the requisite affirmative vote of the stockholders of Company in accordance with
the Company Certificate of Incorporation and the DGCL.

     (c) No Injunction or Restraint.  No statute,  rule,  regulation,  executive
order,  decree,  preliminary or permanent  injunction or restraining  order will
have been  enacted,  entered or enforced by  government  or any agency,  bureau,
board, commission, court, department, official, political subdivision,  tribunal
or other  instrumentality  of any government,  whether federal,  state or local,
domestic or foreign ("Governmental  Entity") which prohibits the consummation of
the  transactions   contemplated   hereby.   No  action  or  proceeding  by  any
Governmental Entity will have been commenced (and be pending) against Company or
Parent or any of their respective Affiliates,  partners, associates, officers or
directors, or any officers or directors of such partners,  seeking to prevent or
delay the  transactions  contemplated  hereby or challenging any of the material
terms or provisions of this Agreement or seeking  material damages in connection
therewith.

     (d)  Consents.  All  consents  and  approvals  (other  than any  consent or
approval  required  pursuant to or in connection with antitrust laws,  including
the Sherman  Act, as amended,  the  Clayton  Act, as amended,  the HSR Act,  the
Federal  Trade  Commission  Act, as  amended,  and all other  federal,  state or
foreign  statutes,  rules,  regulations,  orders,  decrees,  administrative  and
judicial  doctrines  and other laws that are  designed or intended to  prohibit,
restrict or regulate actions having the purpose or effect of  monopolization  or
restraint of trade, or the Communications  Act) of Governmental  Entities or any
person necessary for consummation of the transactions  contemplated  hereby will
have been obtained,  other than those which, if not obtained,  would not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

     (e) HSR Act. Any waiting period (and any extension  thereof)  applicable to
the  consummation  of the  Merger  under the HSR Act will have  expired  or been
terminated.

     (f)  Communications  Act.  All orders and  approvals of the FCC required in
connection with the  consummation of the transactions  contemplated  hereby will
have  been  obtained  or  made,  whether  or  not  any  appeal  or  request  for
reconsideration  of such order is  pending,  or whether  the time for filing any
such appeal or request for  reconsideration  or for any sua sponte action by the
FCC has expired; provided, however, Parent may elect to consummate the Merger on
an initial order from the FCC.

     (g) Stock Exchange Listing.  The shares of Parent Common Stock to be issued
in the Merger  will have been  authorized  for  listing on the NYSE,  subject to
official notice of listing.

SECTION  6.2  Conditions  to the  Obligations  of Parent  and  Merger  Sub.  The
obligations of Parent and Merger Sub to consummate the Merger are subject to the
satisfaction or waiver by Parent on or prior to the Closing Date of the
following further conditions:

     (a) Performance of Covenants;  Accuracy of Representations  and Warranties.
Company will have performed in all material  respects its obligations under this
Agreement  (which  for  purposes  of  Section  5.1(a)(xiv)  will be deemed to be
Company Material Contracts not in excess of five million dollars ($5,000,000) in
the aggregate)  required to be performed by it at or prior to the Effective Time
and the  representations  and warranties of Company contained in this Agreement,
to the extent  qualified with respect to materiality will be true and correct in
all respects, and to the extent not so qualified will be true and correct in all
material  respects  (which for  purposes  of  Section  3.18 will be deemed to be
Company Material Contracts not in excess of ten million dollars ($10,000,000) in
the  aggregate),  in each case as of the date of this Agreement and at and as of
the Effective  Time as if made at and as of such time,  except that the accuracy
of  representations  and warranties  that by their terms speak as of the date of
this Agreement or some other date will be determined as of such date, and Parent
will have  received a certificate  of an executive  officer of Company as to the
satisfaction of this condition;

     (b) No Material Adverse Change. From the date of this Agreement through the
Effective  Time, no event,  development or condition has occurred  which, in the
aggregate,  has had or could  reasonably be expected to have, a Material Adverse
Effect on Company.

     (c) Tax Opinion.  Parent will have  received an opinion of its tax counsel,
Akin, Gump,  Strauss,  Hauer & Feld,  L.L.P.,  in form and substance  reasonably
satisfactory to it, and dated on the Closing Date, to the effect that the Merger
will  qualify for federal  income tax  purposes as a  reorganization  within the
meaning of Section  368(a) of the Code. In rendering such opinion,  Akin,  Gump,
Strauss, Hauer & Feld, L.L.P. may rely upon reasonably requested  representation
letters of Company and Parent and upon certain facts and  customary  assumptions
set forth in the opinion.

SECTION 6.3 Conditions to the Obligations of Company. The obligations of Company
to consummate the Merger are subject to the satisfaction or waiver by Company on
or prior to the Closing Date of the following further conditions:

     (a) Performance of Covenants;  Accuracy of Representations  and Warranties.
Each of Parent and Merger Sub will have  performed in all material  respects its
obligations  under this Agreement  required to be performed by it at or prior to
the Effective Time and the  representations  and warranties of Parent and Merger
Sub  contained  in this  Agreement,  to the  extent  qualified  with  respect to
materiality  will be true and correct in all respects,  and to the extent not so
qualified will be true and correct in all material respects,  in each case as of
the date of this Agreement and at and as of the Effective Time as if made at and
as of such time, except that the accuracy of representations and warranties that
by their terms speak as of the date of this Agreement or some other date will be
determined as of such date,  and Company will have received a certificate  of an
executive  officer of each of Parent and  Merger Sub as to the  satisfaction  of
this condition;

     (b) No Material Adverse Change. From the date of this Agreement through the
Effective  Time, no event,  development or condition has occurred  which, in the
aggregate,  has had or could  reasonably be expected to have, a Material Adverse
Effect on Parent.

     (c) Tax Opinion.  Company will have  received an opinion of its special tax
counsel, Dewey Ballantine LLP, in form and substance reasonably  satisfactory to
it, and dated on the Closing  Date,  to the effect that the Merger will  qualify
for  federal  income tax  purposes  as a  reorganization  within the  meaning of
Section 368(a) of the Code. In rendering such opinion,  Dewey Ballantine LLP may
rely upon reasonably requested  representation letters of Company and Parent and
upon certain facts and customary assumptions set forth in the opinion.

                                  ARTICLE VII
                       TERMINATION, AMENDMENT AND WAIVER

SECTION 7.1 Termination or Abandonment.  Notwithstanding  anything  contained in
this  Agreement to the contrary,  this Agreement may be terminated and abandoned
at any time prior to the Effective Time, whether before or after any approval of
the matters  presented  in  connection  with the Merger by the  stockholders  of
Company:

     (a) by the mutual written consent of Company and Parent;

     (b) by  either  Company  or  Parent,  if the  Effective  Time will not have
occurred  on or  before  the  date one year  after  the date of this  Agreement;
provided,  that the party seeking to terminate this  Agreement  pursuant to this
Section  7.1(b) will not have breached in any material  respect its  obligations
under this Agreement in any manner that will have proximately contributed to the
failure to consummate the Merger on or before such date.

     (c) by  Company,  if there  has been a  material  breach  by  Parent of any
representation,  warranty,  covenant or  agreement  set forth in this  Agreement
which  breach  (if  susceptible  to  cure)  has not been  cured in all  material
respects  within twenty  business days following  receipt by Parent of notice of
such breach;

     (d) by  Parent,  if there  has been a  material  breach by  Company  of any
representation,  warranty  (which for purposes of Section 3.18 will be deemed to
be Company Material Contracts in excess of ten million dollars  ($10,000,000) in
the aggregate), covenant or agreement (which for purposes of Section 5.1(a)(xiv)
will be deemed  to be  Company  Material  Contracts  in  excess of five  million
dollars  ($5,000,000) in the aggregate) set forth in this Agreement which breach
(if  susceptible  to cure) has not been cured in all  material  respects  within
twenty business days following receipt by Company of notice of such breach;

     (e) by either Company or Parent,  if (i) there is a law, rule or regulation
that makes the  consummation  of the Merger  illegal or otherwise  prohibited or
(ii) any judgment,  injunction, order or decree of a court or other Governmental
Entity of competent jurisdiction is entered that permanently restrains,  enjoins
or otherwise prohibits either Company or Parent from consummating the Merger and
such  judgment,   injunction,  order  or  decree  will  have  become  final  and
nonappealable;

     (f) by either  Company  or  Parent,  if the  Company  Stockholder  Approval
referred to in Section 5.3 will not have been  obtained by reason of the failure
to  obtain  the  required  vote  at  the  Company  Special  Meeting  or  at  any
postponement or adjournment thereof;

     (g) by Parent,  if: (i) the Board of  Directors of Company will have failed
to recommend that Company's  stockholders vote to adopt this Agreement,  or will
have  withdrawn  or  modified in a manner  adverse to Parent the  Company  Board
Recommendation;  (ii) Company will have failed to include in the Proxy Statement
the Company Board  Recommendation or a statement to the effect that the Board of
Directors of Company has  determined and believes that the Merger is in the best
interests  of  Company's  stockholders;  (iii) the Board of Directors of Company
fails  to  publicly  reaffirm  the  Company  Board  Recommendation,  or fails to
reaffirm its determination that the Merger is in the best interests of Company's
stockholders,  within ten  business  days after  Parent  reasonably  requests in
writing that such recommendation or determination be reaffirmed;  (iv) the Board
of  Directors  of  Company  will have  approved,  endorsed  or  recommended  any
Acquisition  Proposal;  (v) Company will have entered into any letter of intent,
acquisition agreement or similar agreement relating to any Acquisition Proposal;
(vi) a tender or exchange  offer  relating  to any shares of the Company  Common
Stock will have been  commenced  and Company  will not have sent to its security
holders,  within ten  business  days after the  commencement  of such  tender or
exchange offer, a statement disclosing that Company recommends rejection of such
tender or exchange offer; (vii) an Acquisition  Proposal is publicly  announced,
and Company  fails to issue a press  release that  reaffirms  the Company  Board
Recommendation  within ten  business  days after such  Acquisition  Proposal  is
announced  or  (viii)  Company  or  any  of  its  Subsidiaries  or  any  Company
Representative  will have violated in a material  respect the  restrictions  set
forth in Section 5.10;

     (h) by Parent,  if Company  will have  failed to hold the  Company  Special
Meeting within seventy-five (75) days after the Form S-4 Registration  Statement
is declared  effective under the Securities  Act;  provided that such failure is
not due to circumstances  beyond the reasonable  control of Company,  including,
without limitation,  the existence of any statute, rule,  regulation,  executive
order,   decree,   preliminary   injunction  or  restraining   order  enjoining,
preventing, prohibiting or delaying the Company Special Meeting; and

     (i) by Company, but only until the expiration of the Initial Period, if the
Board of  Directors  of Company (i) has  received a Superior  Proposal  and (ii)
after  consultation  with outside legal  counsel to Company,  determines in good
faith that such action is consistent  with the fiduciary  duties of the Board of
Directors  to Company's  stockholders  under  applicable  law, but only after 72
hours  following  Parent's  receipt of written notice  advising  Parent that the
Board of  Directors  of Company is prepared  to do so, and only if,  during such
72-hour period, Company and its advisors will have negotiated in good faith with
Parent to make such adjustments in the terms and conditions of this Agreement as
would enable the parties to proceed with the transactions contemplated herein on
such adjusted terms.

     For purposes of this Agreement,  "Initial Period" means a period commencing
on the day following the date of this Agreement and ending at 5:00 p.m.  Dallas,
Texas  time on the  thirtieth  (30th)  calendar  day  after  such  commencement;
provided,  however,  that such period will be extended (and all such  extensions
occurring in accordance  herewith  being deemed within the definition of Initial
Period) (i) for a period of up to ten (10)  additional  business  days after the
date of  delivery  by  Company  to Parent of the  notice  specified  in  Section
5.10(a)(i),  so that at least ten (10) business days elapse between the delivery
by Company of the notice  specified in Section  5.10(a)(i) and the expiration of
the Initial  Period  (exclusive of the  extensions  provided in clauses (ii) and
(iii) of this definition); (ii) during the 72 hour period referred to in Section
7.1(i);  and (iii) if, during the 72 hour period  referred to in Section 7.1(i),
Parent and Company  have agreed to proceed  with the  transactions  contemplated
herein on adjusted  terms,  for a period of up to 72 hours from the time of such
agreement.

         The party desiring to terminate this Agreement pursuant to this Section
7.1 will give written notice of such termination to the other party, specifying
the provision pursuant to which such termination is effected.

SECTION 7.2 Effect of Termination.  If this Agreement is terminated  pursuant to
Section  7.1,  then this  Agreement  will become void and have no effect with no
liability or  obligation  on the part of Parent,  Merger Sub or Company,  except
that (a) the agreements contained in the last sentence of Section 5.5 (Access to
Information; Confidentiality), Section 5.15 (Public Announcements), Section 5.18
(Transaction  Expenses  and  Termination  Fee),  this  Section  7.2  (Effect  of
Termination) and Article VIII (General  Provisions) will survive the termination
hereof and (b) no such  termination  will relieve any party of any  liability or
damages  resulting from any breach by that party of any of its  representations,
warranties, covenants or agreements set forth in this Agreement.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

SECTION 8.1 Nonsurvival of Representations  and Warranties;  Survival of Certain
Covenants. Except as provided in the immediately following sentence, none of the
representations, warranties, covenants or agreements in this Agreement or in any
instrument delivered pursuant to this Agreement will survive the Effective Time.
This  Section  8.1 will not  limit in any  manner  whatsoever  any  covenant  or
agreement of the parties the terms of which  contemplate  performance  after the
Effective  Time.  Nothing  contained  in this Section 8.1 will relieve any party
from liability for any willful breach of this Agreement.

SECTION  8.2  Notices.  All  notices,   requests,   claims,  demands  and  other
communications  under this Agreement will be in writing and will be deemed given
if  delivered  personally  or sent by  overnight  courier  (providing  proof  of
delivery) to the parties at the  following  addresses  (or at such address for a
party as will be specified by like notice):

     (a) if to Company, to:

                           The Ackerley Group, Inc.
                           1301 Fifth Avenue, Suite 4000
                           Seattle, Washington  98101
                           Attention: Christopher H. Ackerley
                           Facsimile No.:  (206) 623-7853

                           with a copy to:

                           Dewey Ballantine LLP
                           1301 Avenue of the Americas
                           New York, New York 10019
                           Attention:  Morton A. Pierce, Esq.
                           Facsimile No.: (212) 259-6333

     (b) if to Parent or Merger Sub, to:

                           Clear Channel Communications, Inc.
                           200 East Basse Road
                           San Antonio, Texas  78209
                           Attention:  Randall T. Mays
                           Facsimile No.:  (210) 805-0734

                           with a copy to:

                           Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                           1700 Pacific Avenue
                           Suite 4100
                           Dallas, Texas 75201
                           Attention: J. Kenneth Menges, Jr., P.C.
                           Facsimile No.: (214) 969-4343

SECTION  8.3  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  all of which will be  considered  one and the same  agreement and
will become effective when one or more  counterparts have been signed by each of
the parties and delivered to the other  parties,  it being  understood  that all
parties need not sign the same counterpart.

SECTION 8.4 Entire  Agreement;  No  Third-Party  Beneficiaries.  This  Agreement
constitutes  the entire  agreement,  and  supersedes  all prior  agreements  and
understandings,  both  written and oral,  among the parties  with respect to the
subject matter of this Agreement (provided,  however, that the provisions of the
Confidentiality  Agreement will remain valid and in effect) and,  except for the
provisions of Article II (Effect of the Merger), Section 5.7 (Rights Under Stock
Plans) and Section  5.11  (Director  and Officer  Liability)  is not intended to
confer upon any person other than the parties any rights or remedies hereunder.

SECTION 8.5 Assignment.  Neither this Agreement nor any of the rights, interests
or obligations  under this  Agreement will be assigned,  in whole or in part, by
operation  of law or otherwise  by any of the parties  hereto  without the prior
written consent of the other parties,  except that Merger Sub may assign, in its
sole discretion,  any or all of its rights, interests and obligations under this
Agreement  to Parent or to any direct or  indirect  wholly-owned  subsidiary  of
Parent, but no such assignment will relieve Merger Sub of any of its obligations
under this Agreement.  Subject to the preceding sentence, this Agreement will be
binding upon,  inure to the benefit of, and be  enforceable  by, the parties and
their respective successors and assigns.

SECTION 8.6 Governing  Law. This Agreement will be governed by, and construed in
accordance  with,  the laws of the  State of  Delaware,  without  regard  to any
applicable conflicts of law.

SECTION 8.7 Enforcement.  The parties agree that irreparable  damage would occur
in the event that any of the  provisions of this Agreement were not performed in
accordance  with  their  specific  terms  or  were  otherwise  breached.  It  is
accordingly  agreed  that the  parties  will be  entitled  to an  injunction  or
injunctions to prevent  breaches of this  Agreement and to enforce  specifically
the terms and  provisions  of this  Agreement in any court of the United  States
located in the State of  Delaware  or in  Delaware  state  court,  this being in
addition to any other remedy to which they are entitled at law or in equity.  In
addition,  each of the  parties  hereto  (a)  consents  to submit  itself to the
personal  jurisdiction  of any federal court located in the State of Delaware or
any Delaware  state court in the event any dispute  arises out of this Agreement
or any of the  transactions  contemplated by this Agreement,  (b) agrees that it
will not attempt to deny or defeat such personal jurisdiction by motion or other
request  for leave from any such court and (c) agrees that it will not bring any
action  relating to this Agreement or any of the  transactions  contemplated  by
this  Agreement in any court other than a federal or state court  sitting in the
State of Delaware.

SECTION 8.8  Severability.  Any term or  provision  of this  Agreement  which is
invalid or unenforceable in any jurisdiction will, as to that  jurisdiction,  be
ineffective  to the  extent  of  such  invalidity  or  unenforceability  without
rendering  invalid or  unenforceable  the remaining terms and provisions of this
Agreement in any other  jurisdiction.  If any provision of this  Agreement is so
broad as to be  unenforceable,  such provision will be interpreted to be only so
broad as is enforceable.

SECTION 8.9  Headings.  Headings of the Articles and Sections of this  Agreement
are for  convenience  of the parties only,  and will be given no  substantive or
interpretive effect whatsoever.

SECTION  8.10  Finders or Brokers.  Except for Credit  Suisse  First Boston with
respect to Company,  a copy of whose  engagement  agreement  has been or will be
provided to Parent,  and Salomon Smith Barney with respect to Parent,  a copy of
whose  engagement  agreement  has been or will be provided  to Company,  neither
Company nor Parent nor any of their  respective  Subsidiaries  has  employed any
investment  banker,  broker,  finder  or  intermediary  in  connection  with the
transactions  contemplated  hereby  who  might  be  entitled  to any  fee or any
commission in connection with or upon consummation of the Merger.

SECTION 8.11 Amendment. This Agreement may be amended by the parties at any time
before or after  approval  hereof by the  stockholders  of Company  and  Parent;
provided,  however,  that after such stockholder approval there will not be made
any  amendment  that by law requires  further  approval by the  stockholders  of
Company or Parent  without  the  further  approval  of such  stockholders.  This
Agreement may not be amended except by an instrument in writing signed on behalf
of each of the parties.

SECTION 8.12  Extension;  Waiver.  At any time prior to the Effective  Time, the
parties may (a) extend the time for the performance of any of the obligations or
other  acts  of  the  other  parties,   (b)  waive  any   inaccuracies   in  the
representations  and  warranties  contained in this Agreement or in any document
delivered  pursuant to this  Agreement  or (c) subject to the proviso of Section
8.11,  waive  compliance  with any of the agreements or conditions  contained in
this  Agreement.  Any agreement on the part of a party to any such  extension or
waiver will be valid only if set forth in an  instrument  in writing,  signed on
behalf of such party.  The failure of any party to this  Agreement to assert any
of its rights under this  Agreement or otherwise will not constitute a waiver of
those rights.

SECTION 8.13  Procedure  for  Termination,  Amendment,  Extension  or Waiver.  A
termination  of this  Agreement  or  other  action  attributed  to the  Board of
Directors  pursuant to Section 7.1, an amendment of this  Agreement  pursuant to
Section 8.11 or an extension or waiver  pursuant to Section 8.12 will,  in order
to be effective, require in the case of Parent, Merger Sub or Company, action by
its Board of  Directors,  acting by the  affirmative  vote of a majority  of the
members of the entire Board of Directors.





                            [SIGNATURE PAGE FOLLOWS]





<PAGE>


     IN  WITNESS  WHEREOF,  Parent,  Merger Sub and  Company  have  caused  this
Agreement to be signed by their respective  officers  thereunto duly authorized,
all as of the date first written above.

                                    CLEAR CHANNEL COMMUNICATIONS, INC.


                                    By: /s/ Randall T. Mays
                                       ---------------------------------------
                                    Name:    Randall T. Mays
                                    Title:   Executive Vice President and
                                             Chief Financial Officer



                                    CCMM SUB, INC.


                                    By: /s/ Randall T. Mays
                                       ---------------------------------------
                                    Name:    Randall T. Mays
                                    Title:   Executive Vice President and
                                             Chief Financial Officer



                                    THE ACKERLEY GROUP, INC.


                                    By: /s/ Christopher H. Ackerley
                                       ---------------------------------------
                                    Name:    Christopher H. Ackerley
                                    Title:   President



<PAGE>



                                   EXHIBIT 5.6


                           Form of Affiliate Agreement


Clear Channel Communications, Inc.
200 East Basse Road
San Antonio, TX  78209

Ladies and Gentlemen:

     Reference  is  made  to the  Agreement  and  Plan of  Merger  (the  "Merger
Agreement")  dated as of  October 5, 2001 among  Clear  Channel  Communications,
Inc., a Texas corporation ("Parent"), CCMM Sub, Inc., a Delaware corporation and
a wholly owned  subsidiary of Parent  ("Merger  Sub"),  and The Ackerley  Group,
Inc., a Delaware corporation  ("Company"),  pursuant to which Merger Sub will be
merged with and into Company (the "Merger").

     The  undersigned  has been  advised  that as of the date of this letter the
undersigned  may be deemed to be an  "affiliate" of Company for purposes of Rule
145  promulgated  under the Securities Act of 1933, as amended (the "Act").  The
undersigned is delivering this letter of undertaking and commitment  pursuant to
Section 5.6 of the Merger Agreement.

     With respect to the shares of common stock,  par value $0.10 per share,  of
Parent as may be received by the  undersigned  pursuant to the Merger  Agreement
(the "Shares"), the undersigned represents to and agrees with Parent that:

     A. The  undersigned  will  not make any  offer to sell or any sale or other
disposition  of all or any part of the  Shares  in  violation  of the Act or the
rules and  regulations  thereunder,  including  Rule 145,  and will hold all the
Shares  subject  to all  applicable  provisions  of the Act and  the  rules  and
regulations thereunder.

     B. The undersigned has carefully read this letter and the Merger  Agreement
and  discussed  the   requirements  of  such  documents  and  other   applicable
limitations  upon the  undersigned's  ability  to sell,  transfer  or  otherwise
dispose  of the Shares to the extent the  undersigned  felt  necessary  with the
undersigned's counsel or counsel for Company.

     C. The undersigned has been advised that the offering, sale and delivery of
the  Shares  to  the  undersigned  pursuant  to the  Merger  Agreement  will  be
registered  under  the  Act  on  a  Registration  Statement  on  Form  S-4.  The
undersigned has also been advised,  however,  that, since the undersigned may be
deemed an  "affiliate"  of Company at the time the Merger is submitted to a vote
of  the  stockholders  of  Company,  any  public  reoffering  or  resale  by the
undersigned of any of the Shares will, under current law, require either (i) the
further  registration  under the Act of the Shares to be sold,  (ii)  compliance
with Rule 145 promulgated under the Act (permitting  limited sales under certain
circumstances)  or (iii) the availability of another exemption from registration
under the Act.

     D. The  undersigned  understands  that  Parent  is under no  obligation  to
register  the  sale,  transfer  or  other  disposition  of  the  Shares  by  the
undersigned  or on the  undersigned's  behalf under the Act or to take any other
action necessary in order to enable such sale,  transfer or other disposition by
the   undersigned  to  be  made  in  compliance  with  an  exemption  from  such
registration.

     E.  The  undersigned  also  understands  that,  if  Parent  should  deem it
necessary to comply with the requirements of the Act, stop transfer instructions
will be given to Parent's  transfer  agents with  respect to the Shares and that
there will be placed on the  certificates  for the Shares,  or any  substitution
therefor, a legend stating in substance:

         "The securities represented by this certificate were issued in a
         transaction under Rule 145 promulgated under the Securities Act of
         1933, as amended (the "Act"), and may be sold, transferred or otherwise
         disposed of only upon receipt by the Corporation of an opinion of
         counsel acceptable to it that the securities are being sold in
         compliance with the limitations of Rule 145 or that some other
         exemption from registration under the Act is available, or pursuant to
         a registration statement under the Act."

     F. It is  understood  and agreed  that the legend set forth in  paragraph E
above will be removed by delivery of substitute certificates without such legend
if (i) the securities  represented  thereby have been registered for sale by the
undersigned  under the Act or (ii)  Parent  has  received  either an  opinion of
counsel,  which  opinion  will  be  reasonably  satisfactory  to  Parent,  or  a
"no-action"  letter obtained by undersigned from the staff of the Securities and
Exchange  Commission  (the  "Commission"),  to the effect that the  restrictions
imposed by Rule 145 under the Act no longer apply to undersigned.

     G.  The  undersigned  understands  and  agrees  that  the  representations,
warranties, covenants and agreements of the undersigned set forth herein are for
the  benefit of Parent,  Merger Sub and  Company and will be relied upon by such
entities and their respective counsel and accountants.

     H. The  undersigned  understands  and agrees that this letter will apply to
all  shares of the  capital  stock of Parent and  Company  that are deemed to be
beneficially owned by the undersigned  pursuant to applicable federal securities
laws.

     Any notices or any other  communications in connection  herewith will be in
writing  and will be given to Parent at  Parent's  address  on the first page of
this  letter  and  to the  undersigned  at  the  address  set  forth  below  the
undersigned's name; or to such other address or person as Parent will furnish to
the  undersigned  in writing or that the  undersigned  will furnish to Parent in
writing in accordance with the provisions of this paragraph;  and will be deemed
to have been duly received if so given (i) if delivered in person or by courier,
upon actual receipt by the intended party, (ii) if sent by telecopy or facsimile
transmission,  when the confirmation is received, or (iii) if sent by mail, upon
five days after such notice or other communication is deposited in the mail.

     This  letter  will  be  governed  by the  laws  of the  State  of  Delaware
regardless  of applicable  principles of conflicts of laws.  This letter will be
binding upon the  undersigned  and Parent and their  respective  successors  and
assigns.  This letter is the  complete  agreement  between the  undersigned  and
Parent  concerning the subject  matter  hereof.  In the event that any signature
hereto is delivered  by facsimile  transmission,  such  signature  will create a
valid and  binding  obligation  of the  executing  party with the same force and
effect as if such  facsimile  signature  page were an original  thereof.  If the
Merger  Agreement  is  terminated  in  accordance  with its  terms  prior to the
Effective  Time (as defined in the Merger  Agreement),  then the legal effect of
this letter will thereupon automatically terminate.

     Execution of this letter will not be considered an admission on the part of
the  undersigned  that the undersigned is an "affiliate" of Company for purposes
of Rule 145 under the Act or as a waiver of any rights the  undersigned may have
to any claim that the  undersigned is not such an affiliate on or after the date
of this letter.

                                            Very truly yours,




                                            Name:
                                                 -----------------------------
                                            Address:
                                                    --------------------------



Agreed to and accepted:

CLEAR CHANNEL COMMUNICATIONS, INC.


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