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February 9, 2010

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First Mediaworks


(6/5/2000) Cox Radio Exercises Right of First Refusal, Offers $280 Million for Atlanta Station and Proposes to Acquire Houston Station.


Cox Radio Offers to Acquire WALR-FM Serving Atlanta, Plans to Retain the WALR-FM Format and Proposes to Swap the WALR-FM License and Two AM Stations for KKHT-FM Serving Houston -

Cox Radio announced that it exercised its right of first refusal and offered to acquire the capital stock of Midwestern Broadcasting Company, Inc. which owns WALR-FM serving the Atlanta market for $280 million. Cox has not yet received an acceptance of its offer for Midwestern Broadcasting. Upon receipt of such acceptance, Cox would submit the necessary requests for FCC and HSR approval. Pending receipt of all regulatory approvals, Cox Radio anticipates consummation of this transaction in the second half of 2000.

Cox Radio holds a right of first refusal with respect to Radio Station WALR-FM which is owned by Midwestern Broadcasting. On May 5, 2000, Cox Radio received a Sale Notice informing Cox Radio that another broadcaster had made an offer to acquire Midwestern Broadcasting and WALR-FM. On June 1, Cox Radio exercised its right of first refusal offering to purchase Midwestern Broadcasting for $280 million.

In a related transaction, Cox Radio also announced that it has entered into an asset exchange agreement with Salem Communications Corporation (Nasdaq: SALM) to exchange the license and transmitting facilities of WALR-FM serving Atlanta, as well as the license and transmitting facilities of radio stations KLUP-AM serving San Antonio and WSUN-AM serving Tampa for the license and transmitting facilities of radio station KKHT-FM serving Houston. Cox Radio would retain the intellectual property of WALR-FM and intends to broadcast this programming on its WJZF-FM signal in Atlanta. WALR-FM is Atlanta's fourth ranked radio station Adults 25-54. Pending receipt of all regulatory approvals, Cox Radio would close this exchange transaction concurrently with the closing of the acquisition of WALR-FM.

With the addition of KKHT-FM, Cox Radio would own, operate or provide sales and marketing services for 4 FM stations serving the Houston market, the nation's 8th largest radio revenue market. Pending the close of all announced transactions, Cox Radio would own, operate or provide sales and marketing services for 81 stations (64 FM and 17 AM) clustered in 17 markets including major markets such as Atlanta, Houston, Miami, Tampa, Orlando and San Antonio.

Robert F. Neil, President and Chief Executive Officer of Cox Radio, commented, "Today's announcements demonstrate Cox Radio's commitment to strengthen our portfolio through smart and creative transactions. With four FMs serving the fast growing Houston market, Cox Radio would be in an excellent position to drive the revenue and cost savings opportunities which clustering affords. In addition, WALR-FM's programming is an established market leader in serving the Atlanta listeners. We look forward to the opportunity to integrate WALR's programming into our Atlanta cluster."






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