Exhibit 10.38
 
 Portions of this exhibit have been omitted and filed separately pursuant to an application
for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****]©
2007 Arbitron Inc. /s/ MG/GS KPER-UNI 8/07 #43147 Initials here Master Station
License Agreement to Receive and Use Arbitron Radio Audience EstimatesDate of Proposal:
November 18, 2010THIS AGREEMENT is between Arbitron Inc., a Delaware corporation
(Arbitron), and the undersigned radio broadcaster (Station), a Nevadacorporation.
Arbitron hereby grants to Station, for the radio station(s) listed below, a limited license or, in
the case of certain programs licensed to Arbitron, a sublicense, to receive and use the Arbitron
audience estimates and data (Arbitron Data or Data) contained in Arbitrons reports for surveys
designated on Agreement Attachments for the geographic area (Market) provided hereunder
(Reports) and/or the computer software programs (Systems) designated on Agreement Attachments,
collectively such Data and/or Reports and/or Systems to be referred to as Services. Such Services
shall be designated on the Agreement Attachments, which Attachments are hereby incorporated by
reference as if fully set forth herein. It is further agreed by the parties hereto that this
license and Agreement shall be effective and applicable to any Services that are later licensed by
Station pursuant to Section 15(e) of this Agreement and/or pursuant to any additional Agreement
Attachment executed by the parties hereto. Arbitron may furnish such Services to Station in
printed, electronic or other form, at Arbitrons option, either directly or through authorized
third parties, but title thereto shall remain with Arbitron at all times. 1. Services
Provided; Term:This Agreement will become effective when countersigned by Arbitrons
Contract Manager. The Term of this license and Agreement shall begin on *See Schedule A
and run concurrently with each Agreement Attachment executed by the parties hereto until the
expiration date set forth on such Agreement Attachment or until *See Schedule A
whichever date occurs first. The Term for each Service provided is set forth in each such
Agreement Attachment This Agreement will continue without regard to Stations ownership of the
radio station(s) licensed hereunder absent a valid Assignment pursuant to Section 11 of this
Agreement. Broadcaster (Station): Clear Channel Communications, Inc.For use only by
radio station(s): *See Schedule A AttachmentArbitron Radio Geographic Area
(Market): *See Schedule A AttachmentNumber of surveys currently provided during
first Termyear: 0. Reports currently licensed hereunder: Spring Fall Winter Summer First
Report: *See Schedule A AttachmentAll representations in this Section regarding number
of surveys and Report titles are subject to qualifications set forth in Section 6(a) herein.
2. Annual Rate:A License Charge in the form of a Net Annual Rate for each year of the
Term, which may be subject to adjustments and discounts pursuant to Sections 3, 4, 6, and 11 of
this Agreement, shall be paid by Station with the first of *payments (the Periodic
Charge or Charge) due on *. The Gross Annual Rate for the first Termyear is $*See
Sched A. For each succeeding Term year, the Gross Annual Rate shall be the Gross Annual Rate
for the previous Termyear increased by a factor of *percent. Any applicable discounts or
other adjustments willbe applied thereafter to the Gross
Annual Rate so derived. 3. Discounts
for the Radio Market Report:(a) Continuous Service Discount: A discount of ten percent (10%)
in calculating the Periodic Charge applicable to the Radio Market Report only shall be allowed for
each month in excess of twelve (12) consecutive months that Station is continuously licensed to use
the Arbitron Radio Market Report for this Market, provided that such discount shall no longer apply
if Station fails to sign and return this Agreement to Arbitron within forty-five (45) days after
the termination of a prior Arbitron radio listening estimates license agreement. (b) Group
Discount: If Station owns two or more radio stations located in different markets and such radio
stations are under common ownership as defined by Arbitron, Station may be entitled to a Group
Discount based on the number of subscribing radio stations owned at the time this Agreement is
executed, which discount may vary and be adjusted during the Term of this Agreement in accordance
with Arbitrons Group Discount Schedule should the number of subscribing commonly owned radio
stations change. (c) Long-TermDiscount: Adiscount of [*****]in months 1-12, [*****]in months
13-24, [*****]in months 25-36, [*****]in months 37-48, [*****]in months 49-60. shall be allowed
in calculating the Net Annual Rate charged during the applicable months. 4. Periodic Charge;
Taxes:The Periodic Charge, due and payable by Station on the first day of each billing
period, shall be: (a) the Gross Annual Rate plus any adjustments; (b) less any applicable
Continuous Service Discount; (c) less, from the amount thereby derived, any applicable Group
Discount; (d) less, from the amount thereby derived, any applicable Long-Term Discount; (e) with
such amount prorated equally between the number of payments for the Termyear. In addition to and
together with the above payments, Station shall pay to Arbitron any sales, excise, gross-receipts,
service, use or other taxes, however designated, now or hereafter imposed upon or required to be
collected by Arbitron by any authority having jurisdiction over the Market being surveyed or over
any location to which Station directs Arbitron to deliver Data, or by any other taxing
jurisdiction. 5. Late Payment Charge and Right to Suspend Report Delivery or Terminate
License:(a) A late payment charge of one and one-half percent (1.5%) per month will be
charged on all Periodic Charges, as adjusted, which are not paid within 60 days after due
hereunder, but in no event will the applicable per-month late payment charge exceed one-twelfth of
the maximum annual percentage allowed to be charged by applicable state usury law. Any failure to
impose a late payment charge shall not prejudice Arbitrons right to do so should the default
continue or should a subsequent payment not be made when due. (b) In the event Station is in
default in its payment obligations hereunder, and in addition to Arbitrons right to impose a late
payment charge, Arbitron may, with respect to this Agreement and/or any other agreement for
Stations use of services licensed by Arbitron in this Market or an adjacent market, and without
terminating, breaching or committing a default under this Agreement or such other agreements: (i)
accelerate or modify in any way the payment schedule of Periodic Charges for the duration of this
Agreement or such other agreement(s) to
© 2007 Arbiton Inc. ARBITRON /s/MG/GS
KPER-UNI 8/07 #43147 Initials here




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Portions of this exhibit have been omitted and filed separately pursuant to an application
for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****]
/s/ MG/GS KPER-UNI 8/07 #43147 2 Initials here a number of installments
to be determined by Arbitron in its discretion; and/or (ii) suspend delivery to Station of any Data
or Report(s), in any form, which are due until such time as Station is current in its payments of
all sums due; and/or (iii) send Station written notice that Stations license hereunder is
suspended, in which case Station further expressly agrees that it thereafter shall not use Data
and/or Reports previously received by Station until such time as Station becomes current in its
payments of all sums due for services licensed by Arbitron. Acceleration or other modification of
the payment schedule by Arbitron under this provision shall not be deemed or considered a penalty
but rather represents a good faith effort to quantify as of the time of the execution of this
Agreement the harm that would be sustained by Arbitron in the event Station defaults on its payment
obligations hereunder. (c) In the event Station is in default in its payment obligations under this
Agreement or under any other agreement for Stations use of services licensed by Arbitron in this
Market or an adjacent market, then Arbitron may exercise any or all of its rights set forth in
Section 5(b) of this Section 5 with respect to any such agreement entered into with Arbitron by
Station or any of Stations affiliated, subsidiary or related corporations or entities regardless
of whether such other agreements are in default. For purposes of this Section 5(c), a corporation
or entity shall be deemed to be affiliated with or related to Station if (i) such corporation or
entity owns or controls more than a fifty percent (50%) interest in Station and/or it enters or has
entered into any management agreement, joint operating agreement or other business relationship
with Station; or (ii) Station owns or controls more than a fifty percent (50%) interest in such
corporation or entity and/or it enters or has entered into any management agreement, joint
operating agreement or other business relationship with such corporation or entity; or (iii) a
third party owns or controls more than a fifty percent (50%) interest in, and/or enters or has
entered into, any management agreement, joint operating agreement or other business relationship
with both Station and such corporation or entity. (d) Arbitrons suspension hereunder of delivery
of Data and/or Reports and/or Systems to Station, and the license granted hereunder, shall not
relieve Station of any of its obligations hereunder. Station further agrees to reimburse Arbitron
for all collection costs and expenses (including reasonable attorneys fees) incurred hereunder.
This license may be terminated immediately by Arbitron should Station or its station(s) default in
payment of any sum due or should Station or its station(s) default in any other condition or
obligation of this Agreement and/or any other agreement for Stations use of services licensed by
Arbitron. 6. Changes in Service; Modification of Rates:(a) Arbitron reserves the right
to change at any time the geographical territory comprising any Market, its policies and
procedures, survey dates, survey length, survey frequency, sampling procedures, delivery schedules,
methodology, method of Data or Report collection or delivery, provision of printed copies of
Reports, Report content, Report titles, Report format, or any other aspect of the Data and Reports
provided hereunder, and to cancel surveys and the preparation of Arbitron Data and Reports or any
other aspect of the Data services provide
d. Arbitron reserves the right not to publish any Data or
Reports whenever, in its judgment, insufficient data are available to meet its minimum research
standards or any event has jeopardized the reliability of the data. In the event that Data and/or
Reports are not published, Station shall receive a credit reflecting the pro rata value of the Net
Annual Rate for said Data and/or Report(s). Without limiting the foregoing, Station expressly
understands and agrees that Arbitron may, at any time during the Term of this Agreement, reduce the
number of surveys conducted and/or Reports published for any Market and consequently reduce the
number of Reports provided to Station and that, in the event such reduction occurs, Station is not
relieved of any of its obligations under this Agreement. (b) In the event that any cause(s)
prevents Arbitron from conducting any survey in accordance with its methodology, schedules or other
publications, Arbitron reserves the right to publish abbreviated Report(s). Station hereby consents
to publication of such abbreviated Report(s) under such circumstances. In the event that such an
abbreviated Report covers a substantially decreased geographic area, or deletes twenty-five percent
(25%) or more of the survey days from the aggregate number of days scheduled, Station shall be
entitled to either a proportionate credit for the abbreviated Report, or, upon written
certification that all copies of such abbreviated report have been destroyed and that Station will
not use such abbreviated report within 10 days, a full credit for the abbreviated Report, at
Stations option, provided however, that if Station elects to return an abbreviated Report for full
credit, Station shall no longer be licensed to use that Report during the remainder of the Term of
this Agreement. Further, Arbitron reserves the right in its sole discretion to augment available
data by means of expanded or extended samples and Station agrees it shall not be entitled to any
credit in such event. (c) Arbitron may increase the Gross Annual Rate hereunder at any time. If
Arbitron increases the Rate for a reason other than as permitted elsewhere in this Agreement, it
shall give prior written notice to Station. Station may, within a 30-day period following such
notice, cancel the unexpired Term of the Agreement for only the Data and/or Reports and/or services
and Market for which Arbitron has increased its Rate pursuant to such notice, by written notice
pursuant to Section 15(a), without cancellation charge or other cost, effective on the date the new
Gross Annual Rate would have become effective. In the absence of such timely cancellation, this
Agreement shall continue and the new Gross Annual Rate shall become payable as stated in Arbitrons
notice and thereafter. 7. Permitted Uses and Confidentiality:Subject to the
restrictions stated herein and to the permitted uses set forth in Arbitrons publication entitled
Working with Arbitrons Copyrighted Estimatesavailable to all Arbitron licensees and posted on
Arbitrons Web site at www.arbitron.com, Station agrees to limit its uses of the Arbitron Data and
Report(s) to its programming and media selling. Station understands and agrees that this use is
limited exclusively to the radio station(s) specified in Section 1 of this Agreement and only for
the Term of this Agreement. In this connection, Station agrees that the Arbitron Data and/or
Report(s) will only be disclosed: (a) directly or through its Station representatives to
advertisers, prospective advertisers and their agencies for the purpose of obtaining and retaining
advertising accounts; and (b) through advertising or other promotional literature as permitted
hereunder. All such disclosures shall identify Arbitron as the source of the disclosed Arbitron
Data and/or Report(s) and should identify the Market, survey period and type of audience estimate,
daypart and survey area and shall state that the A
rbitron Data and/or Report(s) quoted therein are
copyrighted by Arbitron and are subject to all limitations and qualifications disclosed in the Data
and/or Report(s) (Sourcing).* At all times during the Term of this Agreement and
thereafter, Station agrees to keep the Arbitron Data and/or Report(s) confidential and not to
disclose the same except as permitted by this Agreement. Station agrees to use its best efforts to
prevent the unauthorized disclosure of Arbitron Data and/or Report(s) by Stations employees and/or
its radio station(s)s employees and agents, by its radio station(s)s representatives, by its
advertisers and their advertising agencies, by data processing firms, and by all other persons who
obtain the Arbitron Data and/or Reports from * Station(s) should refer to current
regulations and guidelines of the federal government for further requirements concerning the manner
of quoting audience estimates.KPER-UNI 8/07 #43147 2 /s/MG/GS
Initials here




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Portions of this exhibit have been omitted and filed separately pursuant to an application
for confidential treatment filed with the
Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. Omissions
are designated as [*****]
KPER-UNI 8/07 #43147 3 Initials here
Station or its radio station(s)s employees or agents. For Station or its
radio station(s) to divulge any Arbitron Data and/or Report(s) to a
nonsubscribing station or to lend and/or give an original copy or any
reproduction of any part of any Data and/or Report(s) or any Arbitron
Data and/or Reports to any person or entity not authorized by this
Agreement constitutes a breach of this Agreement and an infringement of
Arbitrons copyright.
In the event that Station does not subscribe to all Reports published in an
applicable Market during the Term, the license granted hereunder to any
Report in such Market shall terminate upon the release of the next
survey Report in such Market. Further, in the event that a Report listed
in Section 1 of this Agreement is delivered after the expiration of the
Term of this Agreement, Stations license to use that Report shall
continue under the terms and conditions of this Agreement until the
earlier of: (i) the release of the next survey Report in the applicable
licensed Market, or (ii) 6 months after such reports release.
Station may authorize a third party to process the Data licensed
hereunder on Stations behalf, provided: (1) that said third party is a then
current Arbitron licensee in good standing who is authorized to process
the Data and (2) that all restrictions concerning the use of the Data
provided under this Agreement shall apply with full force and effect to
any data, estimates, reports or other output, in any form, containing or
derived from the Data, produced by said third party for Station.
8. Confidentiality of Arbitron Respondents:Station agrees
that it will not try either before, during or after a survey, or in connection
with any litigation, to determine or discover the identity or location of
any Arbitron survey participant. Station will under no circumstances
directly or indirectly attempt to contact any such persons. Station agrees
to promptly report to Arbitron any evidence or indication that has come
to Stations attention regarding the identity or location of any such
persons. Station agrees to abide by Minimum Standard A9 (or any
successor provision concerning confidentiality of survey respondents) of
the Media Rating Council and shall abide by any determination of the
Media Rating Council concerning respondent confidentiality. Station
further agrees that Arbitron may enjoin any breach of the above-stated
obligations and shall have the right to damages or other remedies
(including costs, expenses and reasonable attorneys fees) available to it
at law or hereunder.
9. Methodology: ARBITRON MAKES NO WARRANTIES
WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS,
CONCERNING THE SERVICES PROVIDED HEREUNDER, INCLDUING BUT
NOT LIMITED TO:
(A) DATAGATHEREDOROBTAINED BY ARBITRONFROMANYSOURCE;
(B) THE PRESENT OR FUTURE METHODOLOGY EMPLOYED BY ARBITRON
INPRODUCINGARBITRONDATAAND/ORREPORT(S) AND/ORSERVICES; OR
(C) THE ARBITRON DATA AND/OR REPORT(S) AND/OR SERVICES LICENSED
HEREUNDER.
ALL ARBITRON DATA AND/OR REPORT(S) REPRESENT ONLY THE OPINION
OF ARBITRON. RELIANCE THEREON AND USE THEREOF BY STATION IS AT
STATIONSOWNRISK.
THE SYSTEMS PROVIDED HEREUNDER ARE PROVIDED TO LICENSEE
AS IS  WHERE IS AND RELIANCE THEREON AND USE THEREOF BY
LICENSEE IS AT LICENSEES OWN RISK.
IN NO EVENT SHALL ARBITRON BE LIABLE FOR THE FAILURE OF ANY
THIRD PARTY TO PROVIDE ANY DATA OR SERVICES FOR USE IN
CONNECTION WITH THE DATA, REPORTS, SYSTEMS AND/OR SERVICES
LICENSEDHE
REUNDER.
10.Liabilities and Limitations of Remedies: THE SOLE AND
EXCLUSIVE REMEDY, AT LAWOR IN EQUITY, FOR ARBITRONS AND/OR
ANY THIRD PARTY DATA AND/OR SERVICE PROVIDERS BREACH OF
ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS, AND
THE SOLE AND EXCLUSIVE REMEDY FOR ARBITRONS AND/OR ANY
THIRD PARTY DATA AND/OR SERVICE PROVIDERS LIABILITY OF ANY
KIND, INCLUDING WITHOUT LIMITATION LIABILITY FOR NEGLIGENCE
OR DELAY WITH RESPECT TO THE ARBITRON DATA AND/OR REPORTS
AND/OR SYSTEMS AND ALL PERFORMANCE PURSUANT TO THIS
AGREEMENT, SHALL BE LIMITED TO A CREDIT TO STATION OF AN
AMOUNT EQUAL TO, AT THE MAXIMUM AMOUNT, THE LICENSE
CHARGE PAID BY STATION WHICH IS ATTRIBUTABLE TO THE
MATERIALLY AFFECTED DATA OR REPORT OR SYSTEM. IN NO EVENT
SHALL ARBITRON AND/OR ANY THIRD PARTY DATA AND/OR SERVICE
PROVIDER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES, NOR SHALL THEY BE SUBJECT TO INJUNCTIVE
RELIEF WITH RESPECT TO THE PUBLICATION OF ANY DATA AND/OR
REPORT OR TO ANY SYSTEM. STATION UNDERSTANDS THAT THE DATA
AND/OR REPORTS AND/OR SYSTEM EITHER WOULD NOT BE PREPARED
OR WOULD BE AVAILABLE ONLY AT A SUBSTANTIALLY INCREASED
LICENSE CHARGE WERE IT NOT FOR THE LIMITATIONS OF LIABILITIES
AND REMEDIES AS SET FORTHIN THIS SECTION.
Station agrees that it will notify Arbitron in writing of any alleged defect
in any Data and/or Report and/or System within thirty (30) days after
Station learns of said alleged defect. In the event that Station does not
timely notify Arbitron, then Station waives all rights with regard to said
alleged defect. Station further agrees that any action to be brought by it
concerning any Data and/or Report and/or System shall be brought not
more than one (1) year after such Data or Report was originally
published by Arbitron.
In the event that either party commences litigation against the other party
and fails to ultimately prevail on the merits of such litigation, the
commencing party shall reimburse and indemnify the other party from
any and all costs and expenses incurred with respect to such litigation,
including reasonable attorneys fees, provided, however, that this
sentence shall not apply where Arbitron commences litigation pursuant
to Sections 5, 7 or 8 of this Agreement. This provision shall survive the
termination of this Agreement.
11.Assignments and Changes in Station Status:Station may
not assign either its rights or obligations under this Agreement without
the prior written consent of Arbitron. Subject to Arbitrons consent, a
successor-in-interest by merger, operation of law, assignment, purchase
or otherwise of the entire business of Station shall acquire all rights and
be subject to all obligations of Station hereunder. In the event that
Arbitron consents to the assignment of this Agreement, Arbitron reserves
the right to redetermine the rate to be charged to the assignee in
accordance with the terms of this Agreement. Arbitron shall be entitled
to assign any of its rights or obligations under this Agreement, including
the right to receive the License Charge payable hereunder.
Station acknowledges and agrees that the License Charge due and the
adjustments and discounts applied hereunder are based on Stations
group ownership status and/or any joint operating agreement with one or
more other radio stations and/or Stations ownership of radio stations in
this Market or other Markets. In the event Station conveys any one of its
radio stations, Station remains fully obligated for the License Charge
specified for any radio station covered by the terms of this Agreement.
Station may only be released from such obligations upon valid
assignment of this Agreement and subject to the terms thereof.
Station agrees that if at any time it changes or has changed its
ownership, operating or sales policy (including the use of digital subchannels),
frequency, broadcasting arrangements, group or business
relation
ships of the station(s) licensed under this Agreement, or if it
enters or has entered into any management or other business relationship
with another radio station in any Market and/or its adjacent Market(s),
/s/ MG/GS
Initials here
KPER-UNI 8/07 #43147
3




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##### 



Portions of this exhibit have been omitted and filed separately pursuant to an application
for confidential treatment filed with the
Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. Omissions
are designated as [*****]
or if it enters or has entered into any joint operating agreement with one
or more other radio stations, or if it is or was purchased or controlled by
an entity owning or otherwise controlling other radio stations in any
Market and/or its adjacent Market(s), or if it purchases, or an entity
which is in any manner controlled by it purchases, at any time, another
radio station in any Market or its adjacent Market(s), Station and its
radio station(s) will report the change and the effective date thereof to
Arbitron within thirty (30) days of such change. In the event of such
occurrence, Station agrees that such station(s) shall be licensed under
this Agreement and that Arbitron may redetermine the Gross Annual
Rate for the Data, Reports, and/or services pursuant to the then current
Arbitron rate card in order to license such additional station(s), effective
the first month following the date of the occurrence. Notwithstanding
Stations failure to notify Arbitron, pursuant to the provisions of this
Section 11, Arbitron may redetermine Stations Gross Annual Rate for
all Data, Reports, and/or services, based on the foregoing, effective the
first month following the date of the occurrence.
Station further agrees that if the parent company or other controlling
entity of Station, or any entity in any manner related to Station,
purchases or otherwise acquires a controlling interest in a radio station
in Stations Market that is not licensed by Arbitron for the same Data,
Reports and/or Services, then Arbitron may redetermine Stations Gross
Annual Rate based on such occurrence as described in this Section 11.
In the event Arbitron increases Stations Gross Annual Rate as a result
of an occurrence as described in this Section, then Arbitron shall amend
this Agreement to permit use of the Data, Reports and/or services by the
additional radio station(s) prompting the increase.
12.Other Arbitron Services and Reports:If, during the Term
of this Agreement, Station orders any Arbitron services or report(s) not
licensed through any other Arbitron agreement, Station hereby agrees
that this Agreement shall be applicable with respect to all such services
and/or reports with the same force and effect as if printed out at length in
a separate agreement executed by Station.
13.Ratings Distortion Activity:
(a) Station agrees that it shall not engage in any activities which are
determined by Arbitron to be ratings distortion. Such prohibited
activities may include, but are not limited to, activities which could:
(i) cause any survey participant to record erroneous listening
information in his or her Arbitron diary; or
(ii) cause any survey participant to utilize an Arbitron diary for a
contest or promotion conducted by Station or its radio station(s).
(b) Station further agrees that Arbitron may delete all estimates of
listening to Station and/or its radio station(s) from any Data, Reports,
computer CD and/or other Arbitron service or method of delivery where,
in its judgment it has deemed that Station or its radio station(s) has
engaged in such activities. Arbitron shall:
(i) first give Station and its radio station(s) notice setting forth
what activities it deems Station and its radio station(s) have engaged
in which allegedly could cause or have caused ratings distortion;
(ii) present evidence to substantiate the allegations set forth in (i)
above; and
(iii) give Station and its radio station(s) reasonable opportunity (in
light of Arbitrons publication schedule for any Report) to present its
position both in writing and orally.
In the
event that Station or its radio station(s) is notified by Arbitron that
allegations of ratings distortion have been made against Station or its
radio station(s), then Station or its radio station(s) shall submit a written
response to Arbitrons inquiry concerning the allegations within seven
(7) days from the receipt of Arbitrons notice, which time may be
shortened by Arbitron for reasons relating to the Report publication
schedule. Arbitron shall then advise Station or its radio station(s) of its
decision following its receipt of Stations or its radio station(s) written
response or oral presentation. All such writings shall be addressed and
sent to the respective party by facsimile, overnight courier service, or
certified mail with return receipt requested. In the event that estimates of
listening to Station and/or its radio station(s) are deleted from a
Report(s) (and/or other Arbitron services) following the procedure set
forth above, Station and its radio station(s) agree that the only remedy
for such deletion shall be a credit of the License Charge paid by Station
for such Report(s) or other affected services and that in no event shall
Arbitron be liable for special, incidental, consequential or punitive
damages or be subject to injunctive relief with respect to any such
deletion of estimates of listening to Station and/or its radio station(s). In
the event that estimates of listening to Station and/or its radio stations
are deleted froma Report pursuant to this Section, Arbitron agrees that it
will give Station and its radio station(s) an opportunity to submit to
Arbitron a written statement (not exceeding 200 words) of Stations
and/or its radio station(s)s views concerning its alleged activities, with
such written statement to be published in the Report subject to such
reasonable editing deemed necessary by Arbitron. In addition, Station
and its radio station(s) agree to abide by the Arbitron policies and
procedures governing various special station activities, including, but not
limited to, rating bias.
14.Information to be Provided by Station and Its Radio
Station(s):Station and its radio station(s) agree to provide to
Arbitron, within ten (10) days of receipt of Arbitrons request, such
information which Arbitron deems necessary for the publication of a
Report, including, but not limited to, accurate descriptions of the
following information for Station and its radio station(s): (a) facilities;
(b) broadcast station names; (c) broadcast hours; (d) simulcast hours;
(e) radio frequency; (f) operating power; (g) format; (h) height of antenna
above average terrain; and (i) programming information. Station and its
radio station(s) further understand and agree to notify Arbitron of any
changes to the above-referenced information. Station and its radio
station(s) hereby hold Arbitron harmless and agree to indemnify Arbitron
from and against any and all loss, cost or expense (including reasonable
attorneys fees) arising out of any omission or error in information
provided, or the failure to provide such information to Arbitron by
Station and its radio station(s) pursuant to this Section.
15.General:
(a) All notices to either party shall be in writing and shall be directed to
the addresses stated hereafter unless written notice of an address change
has been provided.
(b) This Agreement shall be deemed to be an agreement made under,
and to be construed and governed by, the laws of the State of New York,
exclusive of its choice of law rules. The parties expressly agree that any
and all disputes arising out of or concerning this Agreement or the
Arbitron Data or Reports licensed hereunder shall be litigated and
adjudicated exclusively in State and/or Federal Courts located in either
the State of New York or the State of Maryland, at Arbitrons option,
and each party consents to and submits to both such jurisdictions.
(c) EACH PARTY,
TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT
TO TRIAL BY JURY AS TO ANY ISSUES, DEMANDS, ACTIONS,
CAUSES OF ACTION, CONTROVERSIES, CLAIMS OR DISPUTES
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER MATTER INVOLVING THE PARTIES HERETO.
(d) Station hereby expressly consents to: (i) Arbitron sending to Station
information advertising the various services that Arbitron provides,
whether or not such services are provided under this Agreement, via
electronic messaging to include, but not limited to, e-mail, facsimile and
/s/ MG/GS
Initials here
KPER-UNI 8/07 #43147
4




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Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****] text messages,
and (ii) use of Stations name and/or call letters in commercialization of such Market(s), Station hereby agrees to license Arbitron customer lists,
promotional materials and/or press releases. such pre-currency/transitional PPM report(s) and/or data at Stations (e) This Agreement, together with
any Agreement Attachments, then current diary-based Report License Charges for the relevant Report constitutes the entire agreement between the parties
concerning the survey period(s). The license granted to Station for such pre-subject matter hereof, notwithstanding any previous discussions and
currency/transitional PPM report(s) and/or data is subject to the terms understandings, and shall not be deemed to have been modified in whole and
conditions contained herein, however, Station agrees to only use or in part except by written instruments signed hereafter by officers of such
pre-currency/transitional PPM report(s) and/or data for internal the parties or other persons to whom the parties have delegated such business
analysis and expressly not in connection with any commercial authority. media buying and/or selling transaction process. (f) Any litigated question
regarding the legality, enforceability or (i) The provisions governing payment of taxes, confidentiality of the validity of any section or part hereof
shall not affect any other section, Data and Reports, and confidentiality of respondents shall survive the and if any section or part hereof is ultimately
determined illegal, invalid, termination of this Agreement. unconstitutional or unenforceable, that section or part hereof shall be End of Agreement
severed from this Agreement and the balance of the Agreement shall thereafter remain in full force and effect for the remainder of the Term. (g)
In addition to the rights of termination stated elsewhere in this Agreement, this Agreement, and the license provided hereunder, may be terminated
by Arbitron for any or all of the Data, Reports and/or services in any or all of the Markets in which they are licensed, for any reason, on thirty
(30) days written notice to Station. Station agrees that this Agreement shall continue for the markets and services not named in such notice. (h)
In the event that Arbitron produces pre-currency/transitional PPM report(s) and/or data in a Market(s) prior to the official PPM AGREED TO: ACCEPTED
BY: Clear Channel Communications, Inc. BROADCASTER (STATION) /S/ GREG STEPHAN *See Schedule A Attachment CONTRACT MANAGER FOR USE ONLY BY STATION(S)
12/8/10 200 E Basse Road DATE ADDRESS San Antonio TX 78209 CITY STATE ZIP Arbitron Inc. /S/ MITCHELL P. GOLDSTEIN 9705 Patuxent Woods
Drive BY (AUTHORIZED SIGNATURE) Columbia, Maryland 21046-1572 Mitchell P. Goldstein NAME (TYPE OR PRINT NAME OF PERSON SIGNING ABOVE) *See Schedule A
Attachment *Discounts applied to all 6 term years. CFO/CAO 12/8/10 TITLE DATE /s/ MG/GS Initials here 5




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##### 



Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****] Attachment to Master Station License Agreement to Receive and Use Arbitron Radio Audience Estimates Date Prepared: November 18, 2010 This is an Attachment to the M
aster Station License Agreement to Receive and Use Arbitron Radio Audience Estimates (the Basic License Agreement) dated November 18, 2010 between Arbitron Inc., a Delaware corporation (Arbitron) and Clear Channel Communications, Inc. (Station), and is for the term and Services specified below. The license granted for the Services specified herein is expressly subject to the Basic License Agreement, and any terms and conditions stated below, or on the
next page hereof. Station agrees to license the following Services from Arbitron and to pay License Charges
as set forth herein and in the Basic License Agreement. For use only by: *See Schedule A Attachment Ship to Address(es): *See Schedule A Attachment Bill to Address *See Schedule A Attachment Data Services Ordered % of Annual New, Renew, License Start/ Rate Rate Rate Rate Rate License Data Licensed Replacement End Dates Yr 1 Yr 2 Yr 3 Yr 4 Yr 5 Charge RMR Repl/Renew
See Sched A * * v * * Processor(s) is/are See Sched A Adjacent Market(s)  See Repl/Renew See Sched A * * * * * market(s) listed below * ArbitrendsSM Repl/Renew See Sched A * * * * * ** Corporate Roll-Up Repl/Renew See Sched A * * * * * County Coverage Repl/Renew See Sched A * * * * * Custom Survey Area Report (CSAR) Repl/Renew See Sched A * * * * * Ethnic Data: Hispanic Repl/Renew See Sched A * * * * * Black Repl/Renew See Sched A * * *
* * Indirect Reports Repl/Renew See Sched A * * * * * Maximi$er®Data (RLD) Repl/Renew See Sched A * * * * * ** National Regional Database (NRD) Repl/Renew See Sched A * * * * * Processor Data Clearance Repl/Renew See Sched A * * * * * RetailDirect® Repl/Renew See Sched A * * * * * Sample Increase (requires sep
arate addendum) Repl/Renew See Sched A * ** * * * Other: See SchedA Repl/Renew See Sched A * * * * * *Adjacent Market(s) *See Schedule A Attachment Ordered: Page 1 of 3 /s/ MG/GS




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##### 



Portions of this exhibit have been omitted and filed separately pursuant
to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****] ** The Annual License
Charge for this service is equal to the net annual license charge for the Radio Market Report multiplied by the % of
Annual License Charge set for
th in this column. Calculation of License Charges: Individual Station Gross Annual Rate: Percent: First Term Year Gross
Annual Rate Station: SeeSched A $* * (Combined): $See Sched A Station: $LESS DISCOUNTS FOR RMR (Per
Section 3): Station: $ Continuous Service (10%): $ See Sched A Station: $ Group (at beginning of Term) Station:
$[*****] $ See Sched A Station: $Long-Term Discount: [*****]i n months 1-12 Station: $(see Section
3(c) above) $ See Sched A Station: $FIRST TE
RM YEAR NET ANNUAL RATE: $ See Sched A Station: $ Station further understands and agrees that the Net Annual Rate
payable during any Term year subsequent to the first Term year will vary in accordance with an applicable Group Discount,
any other applicable discount, or any adjustment as specified in Sections 2, 3, 4, 6 and 11 of the Basic License
Agreement. Software Services Ordered % of Annual New, Renew, License Start/ Rate Rate Rate Rate Rate License Software
Licensed Replacement End
Dates Yr 1 Yr 2 Yr 3 Yr 4 Yr 5 Charge  TAPSCANTMSystems***:
Repl/RenewSee Sched A * * * * * Includes: TAPSCANTM
MEDIAMASTERSM QUALITAP
SM PRINTSCAN
SM ScheduleIt RSP TAPSCAN
TM+ Sales Management TAPSCAN
TM+
Proposal Management and Revenue TAPSCANTM+ Proposal Management TAPSCANTM+ Account Management TAPSCANTM+ Qualitative TAPSCANTM+ Web
-Suite TAPSCANTM+ Web TAPSCAN
TM+ Web-NRD Custom Coverage
SM Repl/Renew See Sched A * * * * * PD Advantage
® Repl/Renew See Sched A * * * * * * MapMaker
SM Repl/Renew See Sched A * * * * * * TSM
 Repl/Renew See Sched A * * * * * Other: See Sch A Repl/Renew See Sched A * * * * * Other: See Sch A Repl/Renew See Sched A * * * * * * The Annual License Charge for this service is equal to the net annual license charge for the Radio Market Report multiplied by the % of Annual License Charge set forth in this column. *** Services eligible for dual service discount: percent % discount Data Delivery: CD (Ship by overnight @ $14/each) TRAINING/CONSULTIN @ / day Arbitron Data Express
SM TapMedia
® G: $or Software Delivery: CD Download (if available) @ / half day Billing Options Surveys/Releases Billing Options Billing Dates First Invoice Service Ordered Included (First/Last) Due




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Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****] Annually Monthly See Schedule A See Schedule A See Schedule A See Schedule A
Quarterly Annually Monthly See Schedule A See Schedule A See Schedule A See Schedule A Quarterly Annually Monthly Quarterly Annually Monthly Quarterly Annually Monthly Quarterly




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Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****] Terms and Conditions Any use of a computer system that processes Arbitron Data and/or nor for any additional expenses incurred by Station for subsequent Reports require
s a valid license for such Data and/or Reports. and/or additional computer runs necessitated by such disruptions or interruptions. Incorporation of Basic License Agreement: Restrictions on Stations Use: (a) All terms and conditions of the Basic License Agreement are hereby incorporated herein by reference with the same force and (a) Station agrees that it will not provide, loan, lease, sublicense or effect as if printed at length herein and are applicable to any sell in whole or in part the
Arbitron Data and/or Reports and/or Service(s) provided hereunder. Systems, or computer software programs or data included with such Data and/or Reports and/or Systems, to any other party or entity in (b) In order to receive a license to and access to any Service, Station any form. This restriction extends to, but is not limited to, any and must be licensed pursuant to the Basic License Agreement. all organizations selling or buying time to or from Station and any In the event the
Basic License Agreement terminates, expires or and all organizations providing data processing, software or computer becomes suspended for any reason, this Agreement and License(s) services to Station. shall terminate, expire or become suspended concurrently therewith. (b) Station agrees that it will not use the Arbitron Data and/or Mode of Use: Reports under the control of computer programs written by its Where use of a computer is necessary to access, receive and use any employees, agents or others except as permitted by
 the Basic License Services licensed under this Agreement, Station will obtain, from a Agreement. Arbitron makes no commitment to disclose to others the vendor of its choice, computer equipment and an operating system structure, format, access keys or other technical particulars of the conforming to the minimum specifications. Station acknowledges that Arbitron Data and/or Reports and/or Systems. if such conforming equipment and systems are not obtained, the Special Terms or Instructions: See Schedule
 A Attachment Services may not operate properly. Interruptions: Account Manager: Station agrees that Arbitron is not responsible for computer, Internet Account #: and/or telephonic communications interrupted by any Services system failure, telephonic disruptions, weather, acts of God, force majeure or acts of third persons not connected with or controlled by Arbitron; AGREED TO ACCEPTED BY Clear Channel Communications, Inc. /S/ GREG STEPHAN STATION CONTRACT MANAGER 200 E Basse Road 12/810 ADDRESS
 DATE San Antonio TX 78209 CITY STATE ZIP Arbitron Inc. /S/ MITCHELL P. GOLDSTEIN 9705 Patuxent Woods Drive BY (AUTHORIZED SIGNATURE) Columbia, Maryland 21046-1572 Mitchell P. Goldstein NAME (TYPE OR PRINT NAME OF PERSON SIGNING ABOVE) CFO/CAO 12/8/10 TITLE DATE




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##### 



Portions of this exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****]
 First Addendum to the  Master Station License Agreement to Receive and  Use Arbitron Radio Audience Estimates  Between Arbitron Inc. and Clear Channel Communications, Inc.
 Addendum Diary Agreement th Arbitron Station Party Parties
  Schedule A New Station is
required Basic Services and
 Existing Station also at least
 until
   1




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##### 



Portions of this exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****]
 LMA
 not
   in
      2




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##### 



Portions of this exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****]
 e.g New
Station Rate
 nd nd
 not
 Ranked Markets
 total
   not
  3




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##### 



Portions of this exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****]
 more e.g.
 New Arbitron Markets provided however
  Schedule A
  all NRD [*****] i.e., [*****] Schedule A
 corporate charge not
 only
 4




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##### 



Portions of this exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****]
 must
 provided however in all if
 Schedule A Schedule A Schedule A
  prior only if and increase increase
 not
 5




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##### 



Portions of this exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****]
 Schedule
A
 Aloha Trust Marketed Radio Stations provided however
     [*****]
 Schedule A Attachment
   6




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##### 



Portions of this exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****]
 Discounts Appendix
C
       7




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##### 



Portions of this exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****]
  provided however
      8




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##### 



Portions of this exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****]
           Diary Agreement Not Assignable Except as a Whole
  9




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##### 



Portions of this exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****]
 Joint Preparation
 Breach provided
however
   New Service Pricing, Licensed Radio Stations
  [*****]
    10




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##### 



Portions of this exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****]
  Other
Agreements
 Evolution of New Arbitron Radio Services e.g.,
 Stations Other Diary Radio Audio Information e.g. provided however
 gratis gratis
  11




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##### 



Portions of this exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****]
 [Signature Page Follows]
 AGREED TO:
    
    
    
    ACCEPTED BY:Clear Channel Communications, Inc.
    
    
    
    Arbitron Inc.By:
    
    /s/ Jess Hanson
    
    
    
    By:
    
    /s/ Greg StephanTitle: SVP, Research
    
    
    
    
    
    Contracts ManagerDate: 12/8/2010
    
    
    
    Date: 12/8/10Clear Channel Communications, Inc.
    
    
    
    Arbitron Inc.200 E. Basse Road
    
    
    
    9705 Patuxent Woods DriveSan Antonio, TX 78209
    
    
    
    Columbia, MD 21046
 12




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##### 



Portions of this exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****]
 Appendix A
 only
 
 13




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##### 



Portions of this exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****]
 Appendix B
  Aloha Trust Marketed Radio Station(s)
 Albuquerque, NM
    
    KABQ-FMAugusta, GA
    
    WZNY-FMColumbus, GA
    
    WBFA-FMColumbus, GA
    
    WSHE-AMDayton, OH
    
    WDKF-FMDayton, OH
    
    WDSJ-FMEau Claire, WI
    
    WISM-FMFrederick, MD
    
    WFMD-AMFrederick, MD
    
    WFRE-FMFt. Pierce, FL
    
    WCZR-FMFt. Pierce, FL
    
    WSYR-FMHuntington-Ashland, WV-KY
    
    WLRX-FMHuntington-Ashland, WV-KY
    
    WIRO-AMHuntington-Ashland, WV-KY
    
    WZZW-AMLancaster, CA
    
    KAVL-AMLancaster, CA
    
    KTPI-FMLaurel-Hattiesburg, MS
    
    WHER-FMLexington-Fayette, KY
    
    WWRW-FMLittle Rock, AR
    
    KHLR-FMLouisville, KY
    
    WKRD-FMMacon, GA
    
    WZCH-FMMinot, ND
    
    KRRZ-AM
 14




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##### 



Portions of this exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****]
 Nassau, NY
    
    WALK-AMNassau, NY
    
    WALK-FMPanama City, FL
    
    WPBH-FMRoanoke-Lynchburg, VA
    
    WSNV/WSNZ-FMRoanoke-Lynchburg, VA
    
    WSFF-FMSalisbury-Ocean City, MD
    
    WDKZ-FMSalisbury-Ocean City, MD
    
    WLBW-FMSan Jose, CA
    
    KUFX-FMSussex, NJ
    
    WTOC-AMThe Florida Keys, FL
    
    WKEY-FMThe Florida Keys, FL
    
    WKEZ-FM
 15




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##### 



Portions of this exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended. Omissions are designated as [*****]
 Appendix C
 Subscription Percentage
    
    Applicable group discount0% - 49.9%
    
    [*****]50.0% - 69.9%
    
    [*****]70.0% - 89.9%
    
    [*****]90.0% - 99.9%
    
    [*****]100%
    
    [*****]
 Subscription Percentage
 16