exv10w38






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 Estimates Date of Proposal:
November 18, 2010 THIS AGREEMENT is between Arbitron Inc., a Delaware corporation
(“Arbitron”), and the undersigned radio broadcaster (“Station”), a Nevada corporation.
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” Attachment Arbitron Radio Geographic Area
(“Market”): *See “Schedule A” Attachment Number of surveys currently provided during
first Termyear: 0 . Reports currently licensed hereunder: Spring Fall Winter Summer First
Report: *See “Schedule A” Attachment All 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




 









 












	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 Estimates available 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





 












 









	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





 









 












	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






 












 









	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




 









 











	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




 









 










	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  TAPSCANTM Systems***:
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




 









 











	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




 









 











	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






 











 




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.




     This is the first addendum (“Addendum”) to the “Master Station License Agreement
to Receive and Use Arbitron Radio Audience Estimates” (the “Diary Agreement”), having a
Date of Proposal of November 18th, 2010, by and between Arbitron Inc.
(“Arbitron”) and Clear Channel Communications, Inc. (“Station”). Each of Arbitron
and Station is referred to herein from time to time as a “Party” and, collectively, as the
“Parties”. Capitalized terms used herein but not defined shall have the same meaning
ascribed to them in the Diary Agreement unless indicated otherwise in this Addendum. In the event
of a conflict between this Addendum and the Diary Agreement, the terms and conditions of this
Addendum shall prevail.



     The Parties hereto agree to amend the Diary Agreement as follows:



     1. Any radio station(s) not explicitly set forth on the Schedule A, and that Station
subsequently purchases, acquires an ownership interest in, and/or enters into a Management**
relationship with during the Term, and the radio station qualifies to be reported in an Arbitron
report (the “New Station”), Station hereby expressly agrees that the New Station is
required, pursuant to Section 11 of the Diary Agreement, to license at least the following Arbitron
“Basic Services”: a) Local Market Report; b) Maximi$er; and, c) Arbitrends (where
available).



     Further, if there is a pre-existing Station owned, operated, and/or Managed radio station in
the same market as the New Station (the “Existing Station”), and the Existing Station is
licensed to any other Arbitron provided services in addition to the Basic Services, including but
not limited to: d) Tapscan; e) PD Advantage; f) Scarborough; and/or, g) RetailDirect, then the New
Station is also required to subscribe to at least the same level of Arbitron service(s)
licensed by the Existing Station. The Parties hereby agree that the cost per share method
disclosed in Section 4 hereunder shall be used in calculating the License Charge associated with
any new services.



     However, Arbitron hereby agrees that Station shall not be required to subscribe for any New
Station located in the Markets set forth in Appendix A (hereunder) until such New Station uses
and/or receives any Arbitron services, data, and/or information. At that point, the New Station
shall be automatically invoiced from the date that they first use and/or receive such Arbitron
services, data, and/or information, and the terms and conditions of Section 4 (set forth below)
shall apply without any dispute thereof. Nonetheless, Arbitron agrees that the Station’s radio
stations located in the Battle Creek, MI market only (WBCK-A/F and WBXX-FM) and Ann Arbor, MI
(WLBY-AM, WQKL-FM, WTKA-AM, and WWWW-FM), are excluded from the Diary Agreement, and will not be
considered radio stations that are owned/operated or operating under an LMA during the Term of the
Diary Agreement.



     For the avoidance of doubt, the addition of any New Station(s) after the Effective Date of
this Diary Agreement shall not increase any applicable Station discounts provided by Arbitron,
including but not limited to a Group Discount. For example, the basis for any applicable Station
discounts (including but not limited to the Group Discount) are determined in accordance with the
criteria set forth under Section 19 hereof and the Diary Agreement.



** For purposes of the Diary Agreement and this Addendum, the terms “Managed”, “Manages”, and
“Management”, mean any joint operating agreement, management or control agreement, or other similar
business relationship (however designated), including but not limited
to any joint sales agreement





1









 





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 local marketing agreement (“LMA”), in each case which allows Station to exercise some
degree of control over the operation of a radio station.




     2. If a New Station licenses: d) Tapscan; e) PD Advantage; f) Scarborough; g) RetailDirect;
and/or, h) Maximi$er Qualitative Interface, and the Existing Station is not currently licensed to
any of the services d-h in this Section 2, or any other Arbitron services, or any other Arbitron
provided services (currently offered or in the future) in addition to the Basic Services, the
Existing Station is not required to license such service(s) that the New Station has. However, for
the avoidance of doubt, if an Existing Station does not license the services d-h, or any other
Arbitron provided services in addition to the Basic Services, then such Existing Station shall
not be permitted to use any such additional services in any manner that it is not licensed
for. Station hereby agrees that any such use is in violation of Arbitron’s intellectual property
rights including but not limited to copyright rights. Arbitron reserves the sole right to cancel
any services in any market which not all of Station’s radio stations are subscribing to in the
applicable market. However, Arbitron will not charge for any of the foregoing cancelled services
during the remainder of the Term.



     3. In the event that an acquired New Station already has a pre-existing Arbitron license
agreement(s) for Local Market Report, Maximi$er, Arbitrends, RetailDirect and/or Scarborough, or
any other Arbitron provided services, such pre-existing Arbitron license agreements shall be voided
and the New Stations concurrently incorporated into the Diary Agreement using the initial pricing
cost per share terms described in Section 4 below, as well as application of Station’s current rate
escalator applicable in the affected calendar year(s). Any such agreements will terminate on
December 31, 2016, which is concurrent to the Diary Agreement’s termination date.



     4. For any New Station that is not a pre-existing Arbitron licensee, Station hereby expressly
agrees that Arbitron may use the following calculations below for determining the cost of all
Arbitron services’ License Charges associated with the New Station’s subscription for the Basic
Services, including any other peripheral services that may need to be added.



     (a) The following calculations apply to any New Station in an Existing Station market
for the Basic Services and/or applicable service at issue:




     The License Charge for Arbitron’s Local Market Report service for the New Station is
calculated on an average cost per share point basis, based on the average cost per share
point paid by all of the Existing Station’s radio stations in the applicable market.




     For example, the average cost per share point is calculated by adding the total Persons
12+ AQH Share points for all of the Existing Stations in the market (two-report average in a
two-report market (most recent two reports), four-report average in a four-report market
(most recent four reports)).




     The current year combined annual License Charges for the Basic Services (including
sample surcharges, if applicable) for all of the Existing Stations in the market is divided
by the total share points to determine an average cost per share point.




     That average cost per share point is then multiplied by the Persons 12+ AQH Share
points of the New Station(s) to be licensed (two-report average in a two-report market (most
recent two reports), four-report average in a four-report market (most recent four
reports)).




     However, the New Station’s share point will be taken from the then-current report only
in the event that the New Station(s) has just signed on-the-air, undergone a format change,
or



2









 





 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 [*****]




changed its primary market (e.g., moved in), to determine the first term year License
Charge for the Basic Services and/or any other Arbitron service (collectively, the “New
Station Rate”).




     After calculating the New Station Rate, it will become the first term year License
Charge for the Basic Services and/or any other Arbitron service, and will then increase at
the applicable rate of escalation for the New Station(s) during the Term in the applicable
years. The license term and billing for any new radio stations shall begin with the first
day of the 2nd qualifying survey after the radio station(s) have qualified for 2
consecutive surveys to be reported in Arbitron’s Local Market reports. The cost per share
will be calculated on the 2nd qualifying survey.



     (b) The following calculations apply to any New Station not in an Existing Station’s
market:




     The License Charge for Arbitron’s Local Market Report service for the New Station is
calculated on the average cost per share point basis described in Section 4(a), based on the
average cost per share point in Station’s next two higher-ranked subscribing markets and its
next two lower-ranked subscribing markets (the “Ranked Markets”). Station and
Arbitron hereby agree that the “two-up and two-down” calculation set forth above will also
be used for any Arbitron service beyond the Basic Services that Station wishes to purchase
in these markets within 30 days of Station assuming ownership, control, or Management of.
If however, at least one market to be used in the “two-up and two-down” calculation does not
subscribe to the requested service, Station agrees this method shall not be used and
Arbitron’s standard rate card shall apply, with applicable Station discounts.




     For example, the average cost per share point is the total Arbitron Basic Services cost
divided by the total 12+ Station’s radio station share points in the applicable
market.




     The current year combined annual Basis Services License Charges (including sample
surcharges, if applicable) for all of Station’s subscribing radio stations in the Ranked
Markets is divided by the average total share points to determine an average cost per share
point.




     That average cost per share point for the Rated Markets is then multiplied by the total
12+ share points of the New Station to determine a final License Charge first term year rate
for the Basic Arbitron Services. This first term year rate will then increase at the
applicable rate of escalation for the New Station(s) during the Term in the applicable years



     (c) The Parties hereby expressly agree that the cost per share calculations set forth in
Sections 4(a) and 4(b) hereinabove shall apply to any situations where a New Station(s) has
not been an Arbitron licensee in the twelve (12) months immediately preceding the effective
date of Station’s purchase, acquisition, obtaining an ownership interest in, and/or has a
Management relationship with the New Station(s). For the avoidance of doubt, the Parties hereby
further expressly agree that any Arbitron services outside of the Basic Services will be also be
priced on the same Cost Per Share formula as set forth in Sections 4(a) and 4(b).



     (d) The license term for any New Station(s) licensed under this Section 4 shall begin with the
survey next following Arbitron’s written notice to Jess Hanson of Station or his authorized
designee of Arbitron’s intent to add such New Station(s) under the Diary Agreement. For clarity,
the cost per share calculation (set forth in Sections 4(a) and 4(b)) for such New Station(s) will
be based on the share for the second survey (survey which the license begins).



3









 






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 [*****]




     5. In the event a New Station and/or a Station’s radio station that previously was unlicensed
(due to not making minimum reporting standards to be included in the RMR) appears as a reported
Arbitron radio station in more than one Local Market Report, such New Station and/or
Station radio station shall be automatically licensed to the Arbitron market in which Station
reports the radio station’s home status in accordance with the terms and conditions of this
Addendum, e.g., Section 4.



     6. New Arbitron Markets. If Arbitron opens entirely new radio markets in which
Station owns, Manages, and/or operates radio stations after the Effective Date of this Addendum,
Station shall maintain the option to subscribe to such new markets; provided however, that
Station will be required to subscribe to those new markets that are opened at the written request
of Station. The pricing in the new markets shall be determined in accordance with Section 4 above.



     (a) Rates in the new markets opened after the execution of this Addendum will be based on the
average Station cost per share point (in accordance with Section 4 above) for Station’s radio
stations owned, operated, and/or Managed in its next two higher-ranked subscribing markets and its
next two lower-ranked subscribing markets. Once the average Station’s radio station’s cost per
share point is determined for those subscribing markets, the total 12+ share points of Station’s
radio station or radio stations owned, operated, and/or Managed in the new market will be
multiplied by that average cost per share point to determine the License Charges for all services.



     (b) License Charges for any Arbitron services in the newly created market shall increase in
accordance with the rate escalators set forth in the Schedule A per term calendar year
above the previous term calendar year’s License Charges.



     (c) The Parties hereby expressly agree that any new Arbitron license agreement, entered into
pursuant to the terms of the Diary Agreement and/or this Addendum, shall immediately co-terminate
with the expiration of the Term of the Diary Agreement.



     7. Station hereby expressly opts to obtain the rights for all licensed Station owned,
Managed, and operated radio stations to use Arbitron’s National Regional Database (“NRD”)
(accessible through Arbitron’s TapWeb service), as of the effective date of this Addendum.
Arbitron agrees to license such rights to Station radio stations and Station corporate for
terrestrial broadcast radio purposes only, and not for purposes of cross-platform selling,
internet, mobile, or the like. The License Charge associated with the foregoing rights in Section
7 shall be at an annual License Charge of [*****] during the first term year (i.e.,
January 1, 2011 - December 31, 2011) of the Agreement. Station understands and acknowledges that
the annual license charge for NRD under the Diary Agreement and the PPM Agreement may appear as a
single line-item charge of [*****] on an Arbitron invoice (in the aggregate during a
calendar term year). The License Charge for NRD shall increase in accordance with the rate
escalators set forth in the Schedule A per term calendar year above the previous term
calendar year’s License Charges. For the avoidance of doubt, the license grant in Section 7 shall
not apply to any syndicated national diary data set and/or cross-platform diary data set, radio or
otherwise, and does not apply to any ancillary content (other than the additional license grant
provided in Section 49 that is broadcast over a terrestrial signal).



     8. Station may neither assign nor transfer any license agreements and/or rights associated
with Arbitron’s NRD service unless such assignment and/or transfer is in its entirety. In
addition, such annual License Charge set forth in Section 7 is a corporate charge to be billed at a
corporate level and not at a market level.



     9. Station expressly agrees that, if licensed, any use of Arbitron’s Summary Level Dataset
and/or Arbitron’s Nationwide Dataset is limited to use only by Station’s owned, operated, and/or



4









 





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 [*****]




Managed radio stations, and any Station corporate executives overseeing such radio properties. For
the avoidance of doubt, any other entity associated with Station (including but not limited to
networks, rep. firms, traffic/commuter services, consultants, or the like), must obtain their own
separate Arbitron license agreement to access, use, and/or receive Arbitron’s Summary Level
Dataset, and/or Arbitron’s Nationwide Dataset.




     10. Station corporate shall receive Arbitron’s Corporate Roll-Up service during the Term at no
additional License Charge; provided however, that Station properly subscribes to Arbitron’s
Basic Services available in all applicable Markets in which Station Manages, owns, and/or operates
radio stations. Arbitron hereby agrees that if the Aloha Trust Marketed Radio Station(s), as set
forth on Appendix B hereof, are no longer Managed by Station, such actions by Station as it solely
pertains to the Aloha Trust Marketed Radio Station(s) shall not impact Station’s corporate roll-up
no charge status.



     11. Station’s radio stations, as set forth on the Schedule A, are hereby granted ‘full
diary radio market access’, which is defined as an Arbitron limited, personal, and revocable
license to use diary radio data from all Arbitron syndicated radio broadcast measured diary
markets, accessed through Arbitron’s Maximi$er and Nationwide services. This may include radio
diary data from Arbitron radio broadcast measured diary radio markets in which Station does not
own, operates, and/or Manages radio stations. If Station begins Management, operation, ownership,
or the like, of any radio stations in markets not listed on the Schedule A and is not
licensed as required by the terms of this Addendum, this ‘full diary radio market access’ right
under this Section 11 shall be immediately and automatically revoked, unless such radio stations
become proper licensee’s in accordance with the terms of the Addendum. In other words, if Station
owns, Manages, and/or buys a New Station(s) in a market not set forth on the Schedule A,
then Station hereby expressly agrees that such New Station(s) must properly subscribe to the Basic
Services with Arbitron in order for it to maintain its full diary radio market access under this
Section 11 of the Addendum.



     12. In the event that Arbitron entirely replaces the diary-based ratings service in any
market(s) that Station is a current subscriber to with an electronic media measurement service as
the sole form of audience measurement for radio in that particular market, either Party may
terminate any, all, or a portion of the Arbitron license agreements with 60 days written notice
prior to implementation of such new electronic media measurement technology in the affected
market(s). After such implementation of the new technology in the affected market(s), neither
Party shall have the right to terminate the Arbitron license agreements except as provided in the
Arbitron license agreements.



     13. In the event that Arbitron replaces its RetailDirect qualitative service with its
Scarborough service in markets that Station is a licensee of the RetailDirect qualitative service,
Station shall have the right to cancel its RetailDirect license agreements for the affected market
with at least sixty (60) days advance written notice to Arbitron prior to such
implementation. This right to cancel may only be exercised by Station if the
replacement of its RetailDirect qualitative service with a Scarborough service in markets that
Station is a licensee of the RetailDirect qualitative service, and such replacement results
in an increase of Station’s License Charges. If the License Charges do not
increase, then Station may not exercise this cancellation right under this Section 13.



     14. In the event that Arbitron develops new diary radio measurement services that are
available for commercial licensing in markets in which Station owns, operates, and/or Manages radio
stations that are currently licensed to Arbitron services, Station shall not be required to
subscribe to such new diary radio measurement services in those markets. In addition, this right
shall also be applicable to any Arbitron diary radio measurement services that are currently
available in some radio markets as of the date of the execution of this Addendum, and later
introduced into other radio markets in which they were not available as of the date of execution of
this Addendum.



5









 





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 [*****]




     15. In the event of a miscalculation, mathematical error, and/or typographical error to the
calculation of License Charge(s) or financial amount(s) in any of the attachments, Schedule
A, Appendices, the Diary Agreement, and/or the Addendum, each Party, in good faith, hereby
agrees to revise the affected License Charge(s) or financial amount(s) in accordance with the
provisions of this Addendum, and to reflect the intent of the Parties as of the Effective Date.



     16. Arbitron hereby acknowledges that the radio stations set forth on Appendix B are actively
being marketed by Station for sale as of the Effective Date of this Addendum, and have been placed
in a trust (the “Aloha Trust Marketed Radio Stations”). If Station sells, transfers
ownership in, or transfers any Management interest in the Aloha Trust Marketed Radio Stations, then
Arbitron hereby agrees to the following, provided however, that the new owner and/or
management does not wholly assume the Arbitron license agreements associated with such Aloha Trust
Marketed Radio Stations, and provided that neither Station nor any of its radio stations are in
breach of the Diary Agreement and/or Addendum during the Term:




     (a) Station expressly agrees that it shall remain liable for the remainder of the
current calendar year for all of the License Charges arising under any and all of the
Arbitron license agreements for the applicable Aloha Trust Marketed Radio Station(s) from
the effective closing date that the Aloha Trust Marketed Radio Station(s) was sold and/or
transferred (whether as an ownership interest or Management interest); or,




     (b) Station expressly agrees that it shall remain liable for the following (6) six
months of all the License Charges arising under any and all of the Arbitron license
agreements for the applicable Aloha Trust Marketed Radio Station(s) from the effective
closing date that the Aloha Trust Marketed Radio Station(s) was sold and/or transferred
(whether as an ownership interest or Management interest).



     Station expressly agrees that it shall be liable for whichever amount is greater as calculated
under either Sections 16(a) or 16(b) herein.



     If such sale, transfer of ownership in, or transfer of Management interest in the applicable
Aloha Trust Marketed Radio Station(s) occurs during the final term calendar year of the Diary
Agreement (January 1, 2016 - December 31, 2016), and less than six months remain for the Term,
then, Station hereby agrees that it shall be liable for the remainder of the final term calendar
year of License Charges applicable for the services.



     17. County Coverage printed reports will be provided to all Station radio stations that are
licensed to non-metro counties and that do not qualify for reporting in any Local Market Report.
This applies to all radio stations owned and/or Managed by Station on the Effective Date of this
Diary Agreement, plus the next twenty-five (25) radio stations meeting the aforementioned criteria
that are purchased and/or Managed by Station during the Term of the Arbitron License Agreement. An
annual County Coverage fee of [*****] per radio station shall be charged for any Station
radio stations beyond those additional twenty-five (25).



     18. The use of an “*” (asterisk) in the Diary Agreement shall refer to the Schedule A,
attached to the Diary Agreement and made a part thereof (the “Attachment”).



     19. Section 3(a) is deleted in its entirety.



     20. Section 3(b) is deleted in its entirety and replaced with the following Section 3(b):



6









 





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: If Station owns, operates, or Manages two or more radio stations
located in different markets, Station may be entitled to a Group Discount. The
applicable Group Discount will be determined from time to time based on the total
percentage of eligible radio stations that are owned, operated, or Managed by Station
and are licensed under a full service agreement to receive Arbitron diary-based or
PPM-based Services, as applicable, and as more specifically set forth on Appendix
C to this Addendum. Station acknowledges and agrees that any attempt by it to
terminate any portion of the Diary Agreement, the PPM Agreement, or any other applicable
license agreement between Station and Arbitron, or otherwise reduce the level of
Services licensed from Arbitron under those agreements could reduce its Group Discount.
Notwithstanding any provision of the Agreement or any other applicable license agreement
to the contrary, Station further acknowledges and agrees that any reduction in Station’s
Group Discount resulting from a reduction in the percentage of radio stations owned,
operated, or Managed by Station licensed under a full service contract to receive
Arbitron Services shall not be considered an increase in the Gross Annual Rate and shall
not permit Station to terminate the Agreement or exercise any other right pursuant to
the terms of the Agreement. Station hereby also acknowledges that in addition to the
Group Discount being affected by the foregoing actions, such actions may also affect the
various service level discounts that it is entitled to under the applicable Arbitron
license agreements (including but not limited to the multi-service discount, continuous
service discount, or the like), and that Arbitron has the sole right and discretion to
adjust such discounts without any penalty or dispute thereof by Station. For the
avoidance of doubt, Station’s Group Discount shall not be affected if Station entirely
sells and/or transfers all ownership rights associated with any of its subscribing radio
stations to a third party or otherwise no longer has an FCC license to operate any of
such radio stations during the Term.”



     21. Section 5(a), insert the following new sentences before the first sentence of the Section
5(a): “Arbitron will invoice Station for any payments due hereunder, and payment shall be due and
payable by Station thirty (30) days after the invoice date. Failure to pay within sixty (60) days
after the date of the invoice will result in a late payment charge of one and one-half percent
(1.5%) per month on any outstanding Charges due hereunder. Any failure to impose a late payment
charge shall not prejudice Arbitron’s right to do so should default continue or should a subsequent
payment not be made when due. For the avoidance of doubt, these payment terms supersede all other
payments terms in this Agreement, and provide Station payment terms of net 30 with a grace period
of 30 days. In other words, Station shall be in default if payment is not received within 60 days
after the invoice date.”



     22. Section 5(c), line 6, insert “that have been issued broadcast licenses by the FCC (this
does not apply to parent corporations Clear Channel Communications, Inc. or Clear Channel
Broadcasting, Inc.),” after “Station or any of Station’s affiliated, subsidiary or related
corporations or entities” and before “regardless of whether...”.



     23. Section 5(d), line 6, delete “or its station(s)” and replace it with “or those entities
described in 5(c) above”.



     24. Section 6(b), line 10, replace “ten (10) days” with “ten (10) business days”.



     25. Section 6(c) is deleted and replaced with the following new language:




“In the event of a force majeure occurrence, and to the extent beyond the reasonable
control of Arbitron, including, but not limited to, civil disturbance, war, or other
casualty, government regulations or acts, applicable laws, or acts of God, and/or
postal interruptions, Arbitron may increase the Gross Annual Rate hereunder in an
affected



7









 





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 [*****]






Market, if such force majeure event is applicable to a substantial majority
of licensed customers in such market; provided, that as a condition thereof,
Arbitron shall give Station prompt written notice of the occurrence relied upon, and
will use reasonable efforts to provide detail regarding the force majeure event to
the extent it is not precluded by applicable law or court order, and Arbitron may
rely upon the reasonable opinion of counsel with regard to the foregoing. If
Arbitron increases the Gross Annual Rate charged for one or more of the
aforementioned reasons in an affected Market, it shall give prior written notice to
Station. Station may, within a 30-day period following such written notice, cancel
the unexpired Term of the Agreement for only the Data, Reports and/or Services in
the Market for which Arbitron increased its Rate, 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. For the avoidance of
doubt, an economic or market downturn or a change in Arbitron’s financial position
will not be considered a force majeure occurrence. All other terms and conditions
of the Agreement in the unaffected Markets shall remain in full force and effect.”



     26. Section 7, second paragraph, add the following sentence after the last sentence of the
paragraph ending with “. . . an infringement of Arbitron’s copyright”: “Arbitron hereby agrees
that Station may reference any of Arbitron’s services and/or use the Arbitron logos, trade names,
and/or service marks; provided however, such reference and/or use is consistent with the
normal course of business (e.g., sales presentations) for Station and/or its radio stations, and
further that such reference and/or use does not disparage Arbitron or otherwise involve any action
which one would consider an act of moral turpitude.”



     27. Section 7, third paragraph starting with “In the event” is hereby deleted in its entirety
and replaced with the following new sentence:




“In the event that a Report for the Markets 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 release of the next survey Report in the applicable licensed Market, or,
if Arbitron does not release a new survey Report in the applicable licensed Market
and provides Station with written notice after such Report is delivered, six (6)
months after such Report’s release, whichever occurs earlier.”



     28. Section 10, last paragraph starting with “In the event” is hereby deleted in its entirety.



     29. Section 11, first paragraph, delete the second sentence and replace it with the following
new sentences:




“Notwithstanding the foregoing sentence, in the event that Station sells all or
substantially all of Station’s assets of one or more of its radio stations licensed
hereunder, Station may assign its rights and obligations applicable to such sold
radio station(s)
without Arbitron’s consent, provided: (i) Station provides written notice to
Arbitron as soon as such notice would not violate any SEC rules and/or regulation,
but in no event not less than thirty (30) days prior to the effective date of any
assignment, (ii) the entity acquiring the radio station enters into Arbitron’s
standard form license agreement(s) for the relevant services being assigned (this
Amendment or any other amendment created for Station shall not pass to the acquiring
station), (iii) Station shall be permitted to assign



8









 






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 applicable License Charges
for the services licensed for such sold radio stations(s) but excluding any Station
specific discounts or other general Arbitron discounts which the acquiring station
would not otherwise be entitled. Further, the rates applicable to the assignment
are at all times subject to Arbitron’s right to redetermine the rate to be charged
to the assignee if such assignment results in an expanded use of the Data or
Reports. However, in the event that Arbitron determines that such assignee is a
competitor of Arbitron, such determination to be in the sole and absolute discretion
of Arbitron, Arbitron shall have the right to reject the assignment, however, in the
event of such rejection the services and applicable license fees for such sold radio
station shall be terminated.”



     30. Section 11, second paragraph, second sentence, insert “covered by this Agreement” after
“. . . one of its radio stations” and before “, Station remains fully . . .”.



     31. Section 11, third paragraph, line 2, delete “(including the use of digital subchannels)”.



     32. Section 11, third paragraph, delete the second sentence starting with “In the event of
such occurrence” and replace it with the following new language:




“In the event of such occurrence, Station agrees that such new station(s) shall be
treated as set forth in the Addendum and that Arbitron may redetermine Station’s
Gross Annual Rate (in accordance with this Addendum) to reflect the use of the
Services by the new radio station (it being understood that the Gross Annual Rate
applicable to existing Station stations licensed hereunder prior to such occurrence
will not increase).”



     33. Section 11, fourth paragraph, the following new language is added to the end of the only
sentence starting with “Station further agrees that . . .”: “(such redetermined Gross Annual Rate
is to reflect the use of the Services licensed by the new radio station, and the Gross Annual Rate
applicable to existing Station’s radio stations licensed hereunder prior to such occurrence will
not increase).”



     34. Section 13(b), line 4, insert “reasonable” before “judgment” and after “in its”.



     35. Section 15(d) is hereby deleted in its entirety.



     36. Section 15(g), line 4, delete “for any reason” and replace it with “in the event Arbitron
ceases to produce such Services”.



     37. Section 15(h) is hereby deleted in its entirety.



     38. Diary Agreement Not Assignable Except as a Whole. The Diary Agreement and this
Addendum may not be assigned by Station to any other party. Any attempt to assign the Diary
Agreement and this Addendum will be deemed and considered null and void. Station agrees to keep the
terms and conditions of the Diary Agreement and this Addendum confidential. Inasmuch as the terms
of the Diary Agreement and this Addendum are not assignable and/or transferable by Station, Station
expressly agrees that it will not provide the Diary Agreement and this Addendum or any information
contained in this Amendment to any buyer(s) and/or potential buyer(s) of any of Station’s radio
stations.



     39. Each Party hereby expressly agrees that if a Party is determined by a court of competent
jurisdiction to be in breach of this Addendum and/or the Diary Agreement, then the non-breaching
Party shall be entitled to all reasonable costs associated with such breach, including but not
limited to attorney’s fees.



9









 





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 [*****]




     40. Joint Preparation. This Addendum and the Diary Agreement have been
jointly-prepared and negotiated by the Parties and their respective attorneys, and neither the
language nor any of the provisions of the Addendum and/or the Diary Agreement shall be construed
more strictly for and/or against either Party as a result of each Party’s participation in such
preparation and negotiations.



     41. Breach. Station hereby expressly agrees that if it is in breach of the Diary
Agreement and/or Addendum with Arbitron, and such breach is not cured within thirty (30) days after
Arbitron provides notice of such breach to Jess Hanson and/or his designee at Station, then
Arbitron shall be entitled to at least all legal costs associated with such breach; provided
however, that a court of competent jurisdiction determines that Station was in breach of the
Diary Agreement and/or Addendum.



     42. Station avers and acknowledges that this Diary Agreement, the PPM Agreement, and/or any
other applicable license agreement between Station and Arbitron during the Term, including each
Service, System, product, and any Data provided by Arbitron hereunder and/or thereunder, are
critical, beneficial, and absolutely necessary to the continued day-to-day operations of Station
and each of the Station’s affiliated radio stations. Station, on its own behalf and that of its
affiliated radio stations, agrees that the charges and fees under the Agreement are necessary and
beneficial expenses and, in the event of a Station or Station affiliate bankruptcy filing, would
constitute administrative priority expenses.



     43. All rights not expressly granted by Arbitron in this Addendum or the Diary Agreement are
hereby reserved. Station expressly agrees and warrants that it shall not reference, cite, use,
publish, share, disseminate, receive, create, or employ, in any manner whatsoever (in whole or in
part), any Arbitron audience estimates, information, data, reports, software, system, or any other
Arbitron related product or service (in whole or in part), that it is not expressly licensed under
the Diary Agreement.



     44. New Service Pricing, Licensed Radio Stations. For any of Station’s radio stations
already licensed to at least the Diary Basic Services, the pricing for any additional Arbitron
service that Station wishes to add for the licensed radio stations in the applicable market shall
be determined using the following method:



     New services shall be priced based on an average of the current calendar term year annual rate
for the equivalent service for Station’s radio stations owned, operated, and/or Managed in its next
two higher-ranked subscribing diary markets to the applicable service and its next two lower-ranked
subscribing markets to the applicable service.



     ALL MARKETS USED IN THE FOREGOING CALCULATION MUST BE WITHIN 10 Diary MARKET RANK POSITIONS
(BASED ON THE MOST RECENT ARBITRON 12+ METRO POPULATION FIGURES). IF TWO MARKETS ARE NOT AVAILABLE
EITHER UP OR DOWN, PRICING WILL BE BASED ON A [*****] REDUCTION FROM THE THEN-CURRENT
ARBITRON RATE CARD PRICE.



     After calculating the new service license charges in accordance with Section 44, it will
become the term year’s License Charges for the new service(s), and will then increase at the
applicable rate of escalation for such radio station(s) during the Term in the following applicable
years.



     45. Station hereby agrees that it shall and will be liable for any and all taxes associated
with any Services provided in the Diary Agreement and hereunder, in addition to any License
Charges.



     46. In the event of a miscalculation, mathematical error, incorrect reference to a section,
and/or typographical error in this Addendum regarding any provision, each Party hereby agrees to
correct any such error(s) to reflect the intent of the Parties. As a result, the Parties hereby
agree to negotiate in



10









 





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 [*****]




good faith to replace such provision with a legally valid and enforceable
provision that reflects, as closely as possible, the original intent of the Parties as of the
Effective Date.




     47. Station and any of its affiliates, divisions, and/or subsidiaries (including but not
limited to Clear Channel Radio, KMG Consolidated Radio, Premiere Radio Networks, and Clear Channel
Traffic), and Arbitron are also Parties to additional Arbitron license agreements (the “Other
Agreements”) of even date herewith. To the fullest extent feasible, any modifications to the
Diary Agreement set forth in this Addendum shall apply equally to the Other Agreements (it being
understood that certain section references in the Other Agreements may be different from section
references in the Diary Agreement). In particular, Sections 19-43, and Sections 44-46 of this
Addendum. The Parties further agree that additional license agreements executed after the date
herewith may also be added by mutual written agreement and governed under this Section 47.



     48. Evolution of New Arbitron Radio Services. If Arbitron releases a new radio only
service, and/or other audio-based media content which is ancillary to Station’s radio station’s
broadcast (e.g., HD channels, sub-channels, digital, internet streaming, or the like), in any
Arbitron measured market during the Term, Station may, upon written request, receive a no-charge
three month license to evaluate such service in up to twelve diary Markets otherwise covered by the
Agreement. Notwithstanding the foregoing, the term of any such license granted hereunder will not
extend beyond the first anniversary of the initial release of such service by Arbitron in any
market. This Section 48 shall not apply to any new Arbitron service that is not intended
exclusively for radio clients.



     49. Station’s Other Diary Radio Audio Information. Subject to Section 50 below, the
licenses granted hereunder shall include the use by Station of such Services with other audio-based
media content ancillary to a Station’s radio broadcast (e.g., HD Channels, Digital Sub-Channels,
and Internet Streaming), provided however, that any such use is in accordance with the
terms and conditions of the Diary Agreement. For the avoidance of doubt, the license grant in this
Section 49 shall not apply to any syndicated national radio diary data set and/or cross-platform
radio diary data set or otherwise, and does not apply to any ancillary content which is broadcast
over a terrestrial signal.



     50. Station hereby expressly agrees that Arbitron reserves the sole right and discretion to
introduce a new license-fee syndicated data stream which consists of a new data set that may or may
not be combined with the existing diary radio Data into the diary radio markets, and to charge for
such service, including but not limited to providing a service for digital, sub-channels,
streaming, and/or HD radio streams, or any other license-fee based service in any of the diary
radio markets. If Arbitron elects to charge for such new services pursuant to this Section 50,
then Station may receive such new service for gratis only for 3 months in a maximum of 12
applicable radio diary markets; but, if Station elects not to subscribe to the new service, then
Station must cease use of such new service at the expiration of the 3 months. As acknowledged in
Section 49 of the Addendum, Station currently receives information regarding its digital and/or
HD-encoded radio stations on a gratis basis; but, Station expressly acknowledges that Arbitron
reserves the sole right and discretion to charge Station for such information at some point during
the Term, if such information is enhanced, comprises additional data sets, and/or is supplemented
by other data sets or information. Arbitron’s election to do the foregoing such shall not be
considered a breach of this Addendum or serve as a basis for Station to reduce or terminate any of
the licensed Services or terminate the Agreement. For the avoidance of doubt, for the Term of the
Diary
Agreement, Station shall continue to receive the digital and HD radio diary information (in
substantially the same form and format) that is provided by Arbitron under Section 49 of this
Addendum at the commencement of the Term of the Diary Agreement at no additional charge. However,
Station shall not be obligated to license any such new products introduced under this Section 49 or
50.



     All other terms and conditions of the Diary Agreement shall remain in full force and effect.



11









 






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 Stephan	 	 
	 

	 	 

Title: SVP, Research
	 	 
	 	 	 	 

Contracts Manager
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date: 12/8/2010	 	 	 	Date: 12/8/10	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Clear Channel Communications, Inc.	 	 	 	Arbitron Inc.	 	 
	200 E. Basse Road	 	 	 	9705 Patuxent Woods Drive	 	 
	San Antonio, TX 78209	 	 	 	Columbia, MD 21046	 	 






12









 






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




     Pursuant to Section 1 of the Addendum, only the following twenty-four Existing
Station markets are markets that if a New Station(s) is located in, shall Section 1 apply.


1. Albany, GA

2. Beaumont, TX

3. Bismarck, ND

4. Cedar Rapids, IA

5. Fayetteville, AR

6. Fort Smith, AR

7. Huntsville, AL

8. Kileen-Temple, TX

9. Lexington, KY

10. Macon, GA

11. Montgomery, AL

12. Poughkeepsie, NY

13. Quad Cities IA

14. Rochester, MN

15. Savannah, GA

16. Tallahassee, FL

17. Youngstown, OH

18. Sarasota, FL

19. Jackson, MS

20. Lima, OH

21. Parkersburg, W. VA

22. Sioux City, IA

23. Grand Forks, ND

24. Williamsport, PA














13









 







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




     Only the following is a list of Aloha Trust Marketed Radio Stations governed under
Section 16 of the Addendum.


Aloha Trust Marketed Radio Station(s):









	 	 	 

	Albuquerque, NM

	 	KABQ-FM
	 
	 	 
	Augusta, GA

	 	WZNY-FM
	 
	 	 
	Columbus, GA

	 	WBFA-FM
	 
	 	 
	Columbus, GA

	 	WSHE-AM
	 
	 	 
	Dayton, OH

	 	WDKF-FM
	 
	 	 
	Dayton, OH

	 	WDSJ-FM
	 
	 	 
	Eau Claire, WI

	 	WISM-FM
	 
	 	 
	Frederick, MD

	 	WFMD-AM
	 
	 	 
	Frederick, MD

	 	WFRE-FM
	 
	 	 
	Ft. Pierce, FL

	 	WCZR-FM
	 
	 	 
	Ft. Pierce, FL

	 	WSYR-FM
	 
	 	 
	Huntington-Ashland, WV-KY

	 	 WLRX-FM
	 
	 	 
	Huntington-Ashland, WV-KY

	 	 WIRO-AM
	 
	 	 
	Huntington-Ashland, WV-KY

	 	 WZZW-AM
	 
	 	 
	Lancaster, CA

	 	KAVL-AM
	 
	 	 
	Lancaster, CA

	 	KTPI-FM
	 
	 	 
	Laurel-Hattiesburg, MS

	 	WHER-FM
	 
	 	 
	Lexington-Fayette, KY

	 	WWRW-FM
	 
	 	 
	Little Rock, AR

	 	KHLR-FM
	 
	 	 
	Louisville, KY

	 	WKRD-FM
	 
	 	 
	Macon, GA

	 	WZCH-FM
	 
	 	 
	Minot, ND

	 	KRRZ-AM






14









 






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-AM
	 
	 	 
	Nassau, NY

	 	WALK-FM
	 
	 	 
	Panama City, FL

	 	WPBH-FM
	 
	 	 
	Roanoke-Lynchburg, VA

	 	WSNV/WSNZ-FM
	 
	 	 
	Roanoke-Lynchburg, VA

	 	WSFF-FM
	 
	 	 
	Salisbury-Ocean City, MD

	 	WDKZ-FM
	 
	 	 
	Salisbury-Ocean City, MD

	 	WLBW-FM
	 
	 	 
	San Jose, CA

	 	KUFX-FM
	 
	 	 
	Sussex, NJ

	 	WTOC-AM
	 
	 	 
	The Florida Keys, FL

	 	WKEY-FM
	 
	 	 
	The Florida Keys, FL

	 	WKEZ-FM






15









 






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 discount
	0% - 49.9%

	 	[*****]
	50.0% - 69.9%

	 	[*****]
	70.0% - 89.9%

	 	[*****]
	90.0% - 99.9%

	 	[*****]
	100%

	 	[*****]





For purposes of this Appendix C, “Subscription Percentage” is calculated as the
[*****]  as a percentage of the [*****]. For the avoidance of doubt,
a radio station can be considered to be under a full service license agreement even if it does not
receive Arbitron’s Tapscan service.





16