AGREEMENT AND PLAN OF MERGER

Exhibit 10.5

Execution Version

AGREEMENT AND

among

SUSQUEHANNA PFALTZGRAFF CO.

and

dated as of October 31, 2005

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
Section 1.1 Definitions			1
Section 1.2 Usage			15
ARTICLE II THE MERGER			16
Section 2.1 The Merger			16
Section 2.2 Effective Time			17
Section 2.3 Closing of the Merger			17
Section 2.4 Effects of the Merger			17
Section 2.5 Certificate of Incorporation and By-laws			17
Section 2.6 Directors			17
Section 2.7 Officers			17
Section 2.8 Pre-Closing Matters			18
Section 2.9 Merger Consideration			19
Section 2.10 Conversion of Shares			20
Section 2.11 Exchange Procedure			21
Section 2.12 Post-Closing Purchase Price Adjustments			23
Section 2.13 Escrow Account			25
Section 2.14 Withholding Taxes			25
Section 2.15 Stockholders’ Representative			25
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SPC			27
Section 3.1 Organization and Good Standing			27
Section 3.2 Enforceability; Authority; No Conflict			28
Section 3.3 Capitalization			29
Section 3.4 Financial Statements			30
Section 3.5 Books And Records			31
Section 3.6 Condition of Tangible Personal Property			32
Section 3.7 Owned Real Property			32
Section 3.8 Leased Real Property			32
Section 3.9 Title to Real and Tangible Personal Property; Encumbrances			32
Section 3.10 Condition of Facilities			33
Section 3.11 Commission Authorizations			34
Section 3.12 Insolvency			34
Section 3.13 Intellectual Property Assets			34
Section 3.14 Taxes			35
Section 3.15 Labor and Employment Matters			36
Section 3.16 Employee Benefits			37
Section 3.17 Compliance With Legal Requirements; Governmental Authorizations			39
Section 3.18 Legal Proceedings; Orders			39
Section 3.19 Absence of Certain Changes and Events			39
Section 3.20 Material Contracts			41
Section 3.21 Insurance			42
Section 3.22 Environmental Matters			42

TABLE OF CONTENTS
(continued)

		Page
Section 3.23 Relationships With Related Persons			43
Section 3.24 Brokers or Finders			44
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB			44
Section 4.1 Organization and Good Standing			44
Section 4.2 Enforceability; Authority; No Conflict			44
Section 4.3 Financing			45
Section 4.4 Commission Authorizations and other Governmental Qualifications			45
Section 4.5 Certain Proceedings			45
Section 4.6 Brokers or Finders			45
Section 4.7 Acquiror and Merger Sub Financial Condition			46
ARTICLE V COVENANTS			46
Section 5.1 Reserved			46
Section 5.2 Conduct of Business			46
Section 5.3 Disposition of Unrelated Businesses			50
Section 5.4 Commercially Reasonable Efforts			50
Section 5.5 Access and Information			53
Section 5.6 Control of Stations			54
Section 5.7 Minority Interests			54
Section 5.8 Employee Benefits Plans			54
Section 5.9 Cooperation, Notification			56
Section 5.10 No Additional Representations and Warranties			57
Section 5.11 Debenture Offer; Defeasance			57
Section 5.12 Financial Information			58
Section 5.13 No Shop			59
Section 5.14 Tax Matters			59
Section 5.15 Acquiror’s Financing			61
Section 5.16 Cable Transaction			62
ARTICLE VI CLOSING CONDITIONS			62
Section 6.1 Conditions to Obligations of SPC to Effect the Merger			62
Section 6.2 Conditions to Obligation of Acquiror and Merger Sub to Effect the Merger			63
ARTICLE VII CLOSING DELIVERIES			64
Section 7.1 Deliveries of SPC, the Radio Subsidiaries and the Stockholders’ Representative			64
Section 7.2 Deliveries of Acquiror and Merger Sub			65
ARTICLE VIII TERMINATION			66
Section 8.1 Termination by Mutual Consent			66

TABLE OF CONTENTS
(continued)

		Page
Section 8.2 Termination by Either Acquiror or SPC			66
Section 8.3 Termination by SPC			67
Section 8.4 Termination by Acquiror			68
Section 8.5 Effect of Termination and Abandonment			68
Section 8.6 Extension, Waiver			68
ARTICLE IX SURVIVAL; INDEMNIFICATION; REMEDIES			68
Section 9.1 Survival			68
Section 9.2 Indemnification by the Stockholders’ Representative			69
Section 9.3 Indemnification by Acquiror and SPC			70
Section 9.4 Third-Party Claim Indemnification Procedures			71
Section 9.5 Consequential Damages			72
Section 9.6 Payments			72
Section 9.7 Characterization of Indemnification Payments			73
Section 9.8 Remedies			73
ARTICLE X GENERAL PROVISIONS			74
Section 10.1 Expenses			74
Section 10.2 Public Announcements			74
Section 10.3 Notices			74
Section 10.4 Governing Law; Jurisdiction; Service of Process			75
Section 10.5 Waiver of Jury Trial			75
Section 10.6 Waiver; Remedies Cumulative			75
Section 10.7 Entire Agreement and Modification			76
Section 10.8 Amendment			76
Section 10.9 Disclosure Schedules			76
Section 10.10 Assignments, Successors and No Third-Party Rights			76
Section 10.11 Severability			76
Section 10.12 Construction			76
Section 10.13 Execution of Agreement			77
Section 10.14 Enforcement of Agreement			77
Section 10.15 Schedules			77
EXHIBITS
Exhibit A Principal Stockholder’s Agreement			A-1
Exhibit B Escrow Agreement			B-1
Exhibit C Form of Indemnity Agreement			C-1
Exhibit D Principal Stockholder LLCs			D-1
Exhibit E SPC Certificate of Incorporation			E-1
Exhibit F SPC By-laws			F-1
Exhibit G Written Consent			G-1

AGREEMENT AND PLAN OF MERGER

     This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 31, 2005, is by and among Susquehanna Pfaltzgraff Co., a Delaware corporation (“SPC”), CMP Susquehanna Corp., a Delaware corporation (“Acquiror”), CMP Merger Co., a Delaware corporation and a direct wholly-owned subsidiary of Acquiror (“Merger Sub”), and Craig W. Bremer, solely in his capacity as the initial Stockholders’ Representative (as defined herein) for the limited purposes described herein.

RECITALS

     A. SPC and Acquiror have determined to engage in a business combination whereby Merger Sub will be merged with and into SPC, with SPC continuing as the surviving corporation of such merger and a direct wholly-owned subsidiary of Acquiror.

     B. The respective boards of directors of SPC, Acquiror and Merger Sub have approved and declared advisable this Agreement and the Merger (as defined below).

     C. To induce Acquiror to enter into this Agreement, each of the Principal Stockholders have executed a Principal Stockholder’s agreement (each, a “Principal Stockholder’s Agreement”) with Acquiror in the form of Exhibit A and, contemporaneously with the execution of this Agreement, have delivered to SPC Written Consents representing more than a majority of the outstanding voting securities of SPC.

     D. Prior to or at the Effective Time (as defined herein), Acquiror, an escrow agent to be mutually selected by Acquiror and SPC (the “Escrow Agent”) and the Stockholders’ Representative will enter into an escrow agreement (the “Escrow Agreement”) substantially in the form of Exhibit B .

ARTICLE I

DEFINITIONS

      Section 1.1 Definitions .

     For purposes of this Agreement, the following terms and variations thereof have the meanings specified or referred to in this Section 1.1:

     “Accountants” means independent certified public accountants.

     “Accounting Expert” means PricewaterhouseCoopers LLP, an independent registered public accounting firm as defined under the Exchange Act and, if PricewaterhouseCoopers LLP is not available or otherwise unable to perform its duties, another impartial nationally recognized firm of U.S. independent certified public accountants (other than Acquiror’s Accountants, SPC’s Accountants or the Stockholders’ Representative’s Accountants) appointed by Acquiror’s Accountants and the Stockholders’ Representative’s Accountants jointly and reasonably acceptable to Acquiror and the Stockholders’ Representative.

     “Acquiror” has the meaning set forth in the first paragraph of this Agreement.

     “Acquiror Documents” has the meaning set forth in Section 4.2.

     “Acquiror Indemnified Parties” has the meaning set forth in Section 9.2(a).

     “Acquiror Plan” has the meaning set forth in Section 5.8(e).

     “Acquiror Required Consents” has the meaning set forth in Section 7.1(1).

     “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. For purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

     “Aggregate LLC Deposit Amount” means $60,000,000.

     “Antitrust Divisions” has the meaning set forth in Section 5.4(d)(1).

     “Applications” has the meaning set forth in Section 5.4(d)(2).

     “Appurtenances” means all privileges, rights, easements, hereditaments and appurtenances belonging to or for the benefit of the Land, including all easements appurtenant to and for the benefit of any Land (a “Dominant Parcel”) for, and as the primary means of access between, the Dominant Parcel and a public way, or for any other use upon which lawful use of the Dominant Parcel for the purposes for which it is presently being used is dependent, and all rights existing in and to any streets, alleys, passages and other rights-of-way included thereon or adjacent thereto (before or after vacation thereof) and vaults beneath any such streets.

     “Assets” means all properties, assets, privileges, rights, interests and claims, real and personal, tangible and intangible, of every type and description, wherever located, which are directly or indirectly owned or used in the conduct of the Business or the operation of any of the Stations, including, the Governmental Authorizations, Tangible Personal Property, Real Property, Contracts, Intellectual Property Assets, Programs, FCC Logs and Business Records, and including any replacement of and addition to such assets between the date hereof and the Effective Time.

     “Award Shares” has the meaning set forth in Section 2.10(f).

     “Balance Sheet” has the meaning set forth in Section 3.4(a).

     “Base Merger Consideration” means $1,150,000,000.

     “Bridge Capital Escrow Amount” means the amount deposited in the Escrow Account pursuant to Section 9.2(b).

     “Bridge Capital Losses” has the meaning set forth in Section 9.2(b).

     “Bridge Capital Matter” has the meaning set forth in Section 9.2(b).

     “Business” means the ownership and operation of the Stations by the Radio Subsidiaries pursuant to licenses, permits and authorizations issued by the FCC, excluding any other businesses or operations of any nature conducted by SPC, its Subsidiaries and Affiliates, including Susquehanna Pfaltzgraff

Investments, Inc., The Pfaltzgraff Co., SMC Interactive, Inc., Susquehanna Real Estate, LLC, Susquehanna Pfaltzgraff Services, Inc., Susquehanna Cable Co., Media PCS Ventures, Inc., SPC Insurance Co., Susquehanna Fiber Systems, Inc. or any of their respective direct or indirect Subsidiaries.

     “Business Day” means any day other than (a) a Saturday or Sunday or (b) any other day on which banks in the city of New York are permitted or required to be closed.

     “Business Financial Statements” has the meaning set forth in Section 5.12.

     “Business Records” means all statements, books and financial reports, advertising reports, programming studies, consulting reports, marketing data, technical information specifications, engineering drawings and reports, manuals, computer programs, tapes and software, personnel records, marketing and listener lists, lists of vendors and other suppliers and other information in tangible form used in or related to the operations of the Business.

     “Cable Agreements” means the Cable Asset Purchase Agreement, the Cable Redemption Agreement and the Cable Escrow Agreement.

     “Cable Asset Purchase Agreement” means that certain Asset Purchase Agreement dated October 31, 2005, by and between Susquehanna Cable Co. and Comcast Corporation, as such agreement is amended or otherwise modified, pursuant to which Susquehanna Cable Co. and its Subsidiaries have agreed to consummate a transaction constituting a Cable Transaction.

     “Cable Escrow Agreement” means that certain Escrow Agreement dated October 31, 2005, by and between SMC, Susquehanna Cable Co. and J.P. Morgan Trust Company, National Association as such agreement is amended or otherwise modified.

     “Cable Redemption Agreement” means that certain Redemption Agreement dated October 31, 2005 by and among Susquehanna Cable Co., SMC, SPC and Lenfest York, Inc., as such agreement is amended or otherwise modified, pursuant to which Susquehanna Cable Co. and its Subsidiaries have agreed to consummate a transaction constituting a Cable Transaction.

     “Cable Transaction” means the sale, transfer, disposal or other conveyance by SMC of all or substantially all of its rights and interests, direct or indirect, in the cable and related assets and businesses of Susquehanna Cable Co. and its Subsidiaries, effected, by sale, merger, redemption, distribution, liquidation or other conveyance or disposition transaction, or by a combination of such transactions, either pursuant to the Cable Agreements, definitive Agreements in respect of the Cable Transaction entered into with an alternative purchaser, or otherwise pursuant to Section 5.3 hereof.

     “CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980.

     “Certificate of Merger” has the meaning set forth in Section 2.2.

     “Claim Notice” has the meaning set forth in Section 9.4(a).

     “Closing” means the closing of the Transaction.

     “Closing Date” has the meaning set forth in Section 2.3.

     “Closing Date Financial Statements” has the meaning set forth in Section 2.12(a).

     “Closing Merger Consideration” has the meaning specified for such term in Section 2.9(c).

     “Closing Merger Payment” has the meaning set forth in Section 2.9(b)(1).

     “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

     “Code” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

     “Comcast Cable Transaction” means the Cable Transaction occurring pursuant to the Cable Agreements.

     “Commission Authorizations” means any and all licenses, permits, approvals, construction permits, antenna registrations and other authorizations issued or granted by the FCC to any of the Radio Subsidiaries including any and all auxiliary and/or supportive transmitting and/or receiving facilities, boosters, and repeaters, together with any and all renewals, extensions, or modifications thereof and additions thereto between the date of this Agreement and the Effective Time.

     “Commitment Letters” has the meaning set forth in Section 4.3.

     “Communications Act” means the Communications Act of 1934, as amended.

     “Consent” means all licenses, permits (including construction permits), certificates, waivers, amendments, consents, franchises, exemptions, variances, expirations and terminations of any waiting period requirements, other actions by, and notices, filings, registrations, qualifications, declarations and designations with, any Person and other authorizations and approvals, including Governmental Authorizations.

     “Contracts” means all contracts, agreements, orders, commitments, arrangements and understandings, written or oral, to which SPC in connection with the Business or any Radio Subsidiary or any affiliate or predecessor thereof, is a party, including all leases, program licenses, contracts to broadcast products or programs on the Stations, and employment, confidentiality and indemnification agreements, advertising contracts, Real Property Leases and Personal Property Leases.

     “Credit Agreement” means that certain credit agreement dated as of February 20, 2004, among SMC, the Lender parties thereto, and Wachovia Bank, National Association, as issuing bank and as agent.

     “Debenture Offer” has the meaning set forth in Section 5.11(a).

     “Debentures” has the meaning set forth in Section 5.11(a).

     “Debt” of any Person means all obligations (including premiums, breakage fees, prepayment penalties and accrued interest) of such Person for borrowed money, all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, all such obligations of such Person to pay the deferred purchase price of property or services (except trade accounts payable in the Ordinary Course of Business), all obligations of such Person under any lease of any property (whether real, personal or mixed) which is or should be accounted for as a capital lease on the balance sheet of that Person in accordance with GAAP, all obligations of such Person to reimburse any bank or other Person in respect of amounts payable under a banker’s acceptance, letter of credit, guaranty or similar instrument, all overdraft obligations, and all similar obligations of other Persons secured by an Encumbrance on any asset of such Person.

     “DGCL” means the General Corporate Law of the State of Delaware.

     “Dissenting Shares” has the meaning set forth in Section 2.10(g).

     “Disposition” has the meaning set forth in Section 5.3.

     “Effective Time” has the meaning set forth in Section 2.2.

     “Employee Plans” has the meaning set forth in Section 3.16(a).

     “Employees” means all employees of the Radio Subsidiaries except SMC. “Employees” shall not refer to or include any individual performing services in connection with the Business who a Radio Subsidiary has classified as an independent contractor as of immediately prior to the Closing.

     “Encumbrance” means any charge, claim, condition, equitable interest, lien, option, pledge, security interest, mortgage, deed of trust, right of way, easement, encroachment, servitude, defect in title, right of first option, right of first refusal or similar restriction, including any restriction on use, voting (in the case of any security or equity interest), transfer, receipt of income or exercise of any other attribute of ownership.

     “Environment” means soil, land surface or subsurface strata, surface waters (including navigable waters and ocean waters), groundwaters, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life and any other environmental medium or natural resource.

     “Environmental Laws” means any Legal Requirement (including common law), Governmental Authorization or agreement with any Governmental Body or third party relating to (i) the protection of the environment or human health and safety (including air, surface water, ground water, drinking water supply, and surface or subsurface land or structures), (ii) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, management, release or disposal of, any Hazardous Material or (iii) noise or odor.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

     “ERISA Affiliate” has the meaning set forth in Section 3.16(a).

     “Escrow Account” has the meaning set forth in Section 2.13.

     “Escrow Agent” has the meaning set forth in the Recitals.

     “Escrow Agreement” has the meaning set forth in the Recitals.

     “Escrow Amount” means the Indemnity Escrow Amount, plus the Net Working Capital Escrow Amount, if any, plus the Excluded Liabilities Escrow Amount, if any, plus the Tax Escrow Amount, if any, plus the Bridge Capital Escrow Amount.

     “Escrow Payments” has the meaning set forth in Section 2.10(a).

     “ESOP” has the meaning set forth in Section 5.8(a).

     “ESOP Aggregate Additional Amount” means the aggregate ESOP Share Additional Amounts payable in the Merger with respect to all ESOP Stock (other than shares of ESOP Stock that are Dissenting Shares).

     “ESOP Share Additional Amount” means the dollar amount per share specified by the SPC Board of Directors prior to Closing in a duly adopted resolution as payable with respect to the shares of ESOP Common Stock pursuant to the Stock Exchange and Purchase Agreement dated May 12, 1999.

     “ESOP Trust” means the Susquehanna Pfaltzgraff Co. Employee Stock Ownership Trust.

     “Exchange Act” means the Securities Exchange Act of 1934.

     “Exchange Merger Consideration” has the meaning set forth in Section 2.11(a).

     “Excluded Liabilities” means (i) any Debt of SPC or the Radio Subsidiaries, (ii) any liabilities or obligations of any nature whatsoever, known or unknown, fixed or contingent, statutory, contractual or otherwise, disclosed or undisclosed, whether or not accrued, to the extent arising from or related to any assets, business or operations of SPC, its Subsidiaries or Affiliates to the extent such liabilities do not relate exclusively to the Business, including liabilities in respect of the entities, businesses or assets subject to the Disposition, or otherwise disposed of or discontinued on or prior to the date hereof, all liabilities, costs and expenses in respect of the obligations described in Section 5.3(b), and SPC, SMC or other holding company level liabilities or obligations not exclusively related to the Business, including severance and other costs and liabilities in respect of any employees who are not Employees (not inclusive, however, of Excluded Taxes) and (iii) all amounts due or to become due to UBS Securities LLC pursuant to that certain engagement agreement dated March 16, 2005, and all amounts due or to become due to other investment bankers, brokers, accountants, consultants, experts or other advisors to SPC, its Subsidiaries or the Stockholders’ Representative and to legal counsel of SPC, its Subsidiaries or the Stockholders’ Representative in connection with the transactions provided for herein or transactions contemplated as an alternative to the transactions provided for herein, including all expenses and costs for all activities preparatory thereto, or related to the planning, structuring, negotiation or consummation thereof.

     “Excluded Liabilities Escrow Amount” has the meaning set forth in Section 2.8(b).

     “Excluded Taxes” has the meaning set forth in Section 9.2(a).

     “FAA” means the Federal Aviation Administration.

     “Facilities” means any real property, leasehold or other interest in real property currently owned or operated by a Radio Subsidiary, including the Tangible Personal Property at the respective locations of the Real Property specified in Sections 3.7 and 3.8.

     “FCC” means the Federal Communications Commission.

     “FCC Consent” means action by the FCC granting the Applications and providing its consent to the transfer of control of the Commission Authorizations pursuant to the Merger.

     “FCC Logs” means all FCC logs and similar records that relate to the operation of the Stations.

     “Final Excluded Liabilities Adjustment Amount” has the meaning set forth in Section 2.12(a).

     “Final Excluded Liabilities Amount” has the meaning set forth in Section 2.12(a).

     “Final Order” means an FCC Consent, with respect to which no action, request for stay, petition for rehearing or reconsideration, appeal or review by the FCC on its own motion is pending and as to which the time for filing or initiation of any such request, petition, appeal or review has expired.

     “Final Net Working Capital” has the meaning set forth in Section 2.12(a).

     “Final Net Working Capital Adjustment Amount” has the meaning set forth in Section 2.12(a).

     “Final Tax Adjustment Amount” has the meaning set forth in Section 2.12(a).

     “Final Tax Amount” has the meaning set forth in Section 2.12(a).

     “Financial Statements” means collectively the Business Financial Statements and the financial statements described in Sections 3.4(a) and (b) hereof.

     “Financing” has the meaning set forth in Section 5.12.

     “GAAP” means generally accepted accounting principles for financial reporting in the United States, applied on a consistent basis.

     “Governing Documents” means, with respect to any particular entity, (a) if a corporation, the articles or certificate of incorporation and the bylaws; (b) if a general partnership, the partnership agreement and any statement of partnership; (c) if a limited partnership, the limited partnership agreement and the certificate of limited partnership; (d) if a limited liability company, the articles of organization and operating agreement; (e) if another type of Person, any other charter or similar document adopted or filed in connection with the creation, formation or organization of the Person; (f) all equityholders’ agreements, voting agreements, voting trust agreements, joint venture agreements, registration rights agreements or other agreements or documents relating to the organization, management or operation of any Person or relating to the rights, duties and obligations of the equityholders of any Person; and (g) any amendment or supplement to any of the foregoing.

     “Governmental Authorization” means all licenses (including Commission Authorizations), permits (including construction permits), certificates, waivers, amendments, consents, exemptions, variances, expirations and terminations of any waiting period requirements (including pursuant to the HSR Act), other actions by, and notices, filings, registrations, qualifications, declarations and designations with, and other authorizations and approvals and issued by or obtained from a Governmental Body or pursuant to any Legal Requirement, excluding authorization, approvals or filings related to service marks, trademarks, patents or copyrights.

     “Governmental Body” means any domestic, foreign, federal, territorial, state or local government authority, quasi-governmental authority, instrumentality, court, government or self-regulatory organization, commission, tribunal or organization, or any regulatory, administrative or other agency or any political or other subdivision, department or branch of any of the foregoing with competent jurisdiction.

     “Ground Lease” means any long-term lease of Land in which most of the rights and benefits comprising ownership of the Land, Improvements and Appurtenances thereon or to be constructed thereon, if any, are transferred to the tenant for the term thereof.

     “Hazardous Material” means and includes any and all pollutants, contaminants, hazardous substances or materials (as defined in any of the Environmental Laws), hazardous wastes, toxic

pollutants, toxic substances (as defined in any of the Environmental Laws), deleterious substances, caustics, radioactive substances or materials, hazardous materials, and any and all other sources of pollution or contamination, or terms of similar import, that are identified, listed either individually or as part of a category or subcategory or regulated under any Environmental Law as any such Environmental Law existed prior to or as of the Closing Date (i.e., without regard to any amendment, modification or interpretation after the Closing Date in a manner increasing liabilities or obligations with respect to any such substance), and including crude oil or any fraction thereof, petroleum and its derivatives and by-products, natural or synthetic gas, any other hydrocarbons, heavy metals, asbestos, lead, lead-based paint, nuclear fuel and polychlorinated biphenyls.

     “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act.

     “Improvements” means all antenna towers, guy anchors, ground radials, buildings, structures, fixtures and improvements that are located on the Land, including those under construction.

     “Indemnified Parties” has the meaning set forth in Section 9.3.

     “Indemnifying Party” has the meaning set forth in Section 9.4(a).

     “Indemnity Agreement” means each of the three Indemnity Agreements in the form set forth on Exhibit C hereto.

     “Indemnity Escrow Amount” means $34,500,000.

     “Indenture” means that certain indenture dated as of April 23, 2003, between SMC and J.P. Morgan Trust Company, National Association, as trustee.

     “Initial Order” has the meaning set forth in Section 5.4(d)(2).

     “Intangibles” means the call letters of the Stations, and all copyright registrations, trademarks, trademark registrations, patents, service marks, logos, slogans, jingles, service names, trade names, applications for any of the foregoing, domain names and names of web sites held or used in connection with the operation of the Stations and any licenses (other than for shrink-wrap software), and all goodwill associated with any of the foregoing.

     “Intellectual Property Assets” has the meaning set forth in Section 3.13.

     “Interim Balance Sheets” means collectively the SPC Interim Balance Sheets and the SRC Interim Balance Sheets.

     “Kansas City Transaction” means the sale of substantially all of the assets of 1051 FM, LLC and Susquehanna Kansas City Partnership.

     “Kansas City Transaction Agreement” means that certain Asset Purchase Agreement dated October 31, 2005, by and among CMP KC Corp. purchaser, and 1051FM, LLC and Susquehanna Kansas City Partnership, as sellers (the “Kansas City Sellers”), pursuant to which the parties have agreed to consummate the Kansas City Transaction.

     “Knowledge” means (i) with respect to SPC and the Radio Subsidiaries, the collective actual knowledge of the Vice President of Human Resources and the Vice President/General Counsel of SPC, the President of SMC and the following officers of Susquehanna Radio Corp.: the President, the Senior

Vice President/Controller, the Vice President/Administration and the Vice President/Director of Engineering and the Persons identified on Schedule 1.1(a) ; and (ii) with respect to Acquiror, the collective actual knowledge of Acquiror’s executive officers.

     “Land” means all parcels and tracts of land in which a Radio Subsidiary has an ownership interest, including fee estates, leaseholds and subleaseholds, purchase options, easements, licenses, rights to access and rights of way.

     “Legal Requirement” means any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty.

     “Lenders” means those Persons to which Debt is owed by SPC and the Radio Subsidiaries.

     “Letter of Transmittal” has the meaning set forth in Section 2.11(b).

     “LLC Deposit Amount” means $20,000,000.

     “Losses” means any damages, losses, charges, liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, Taxes, interest, penalties and costs and expenses (including reasonable attorneys’ fees and reasonable out of pocket disbursements).

     “Majority in Interest” has the meaning set forth in Section 2.15(d).

     “Material Adverse Effect” means any change, event, circumstance or occurrence that, individually or in the aggregate, is (or would reasonably be expected to be) materially adverse to the condition (financial or otherwise) assets, liabilities, results of operations or prospects of the Business, taken as a whole, or any material impairment or delay of SPC’s ability to effect the Closing or to perform its obligations under this Agreement other than any (i) change, event, circumstance, occurrence, impairment or delay occurring or arising after the date hereof (A) relating to any general, national, international or regional economic or financial conditions generally affecting the commercial radio broadcast industry that does not disproportionately (compared with other radio operators) affect the Business, (B) resulting from or otherwise attributable to the public announcement of the Transaction, the identity of Acquiror or the public announcement of any other transaction by Acquiror, (C) resulting from any action taken by Acquiror with respect to the exercise of its rights under Section 5.5(a), (D) relating to the radio industry generally due to competition from outside the terrestrial commercial radio broadcast industry that does not disproportionately (compared with other radio operators) affect the Business, (E) due to, resulting from or otherwise attributable to any violation of the terms of this Agreement by Acquiror, or (F) any change, event, circumstance, or occurrence described and referred to in Schedule 6.2(f) ; or (ii) change in a Legal Requirement or accounting standards or interpretations thereof that is of general application.

     “Material Contracts” has the meaning set forth in Section 3.20(a).

     “Material Insurance Policies” has the meaning set forth in Section 3.21.

     “Merger” has the meaning set forth in Section 2.1.

     “Merger Consideration” has the meaning set forth in Section 2.9(a).

     “Merger Sub” has the meaning set forth in the first paragraph of this Agreement.

     “Net Working Capital” means all current assets of SPC and the Radio Subsidiaries on a consolidated basis, minus all current liabilities of SPC and the Radio Subsidiaries on a consolidated basis, determined in accordance with GAAP on a basis consistent with the preparation of the Balance Sheet, excluding cash, Tax assets, any Excluded Taxes, any Excluded Liabilities and any intercompany liabilities between SPC and any Radio Subsidiary or among the Radio Subsidiaries. Current liabilities shall include (i) all amounts paid for the sale of airtime to be aired after the Effective Time and (ii) the value of any trade or barter received for airtime to be aired after the Effective Time, and shall exclude all liabilities related to the Bridge Capital Matter.

     “Net Working Capital Escrow Amount” means the amount deposited in the Escrow Account pursuant to Section 2.8(a).

     “Net Working Capital Target Amount” means $34,289,129.

     “Non-Real Estate Encumbrances” has the meaning set forth in Section 3.9(b).

     “Order” means any order, decision, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Body or arbitrator.

     “Ordinary Course of Business” means an action taken by a Person consistent in nature, scope and magnitude with the past practices of such Person and taken in the ordinary course of the normal, day-to-day operations of such Person.

     “Paying Agent” has the meaning set forth in Section 2.11(a).

     “Payment Date” has the meaning set forth in Section 2.12(e).

     “Pending Applications” has the meaning set forth in Section 3.11(a).

     “Permitted Encumbrances” means the Real Estate Encumbrances and the Non-Real Estate Encumbrances.

     “Person” means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or a Governmental Body.

     “Personal Property Leases” means leases for all Tangible Personal Property.

     “Post-Closing Taxes” means (i) any Taxes for periods beginning after the Closing Date and (ii) with respect to a Straddle Period (A) in the case of any Tax based upon or related to income or receipts, the post-Closing portion of such Tax shall be deemed equal to the amount that would be payable if the relevant taxable period began the day after the Closing Date, and (B) in the case of any real or personal property Tax or any other Tax not described in the next sentence or in clause (A), the post-Closing portion of such Tax shall be deemed equal to the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable period. Sales and use taxes shall be deemed to accrue as property is purchased, sold, used, or transferred, as reflected on the books and records of the Business.

     “Pre-Closing Taxes” means (i) all Taxes for periods that end on or prior to the Closing Date and (ii) with respect to a Straddle Period (A) in the case of any Tax based upon or related to income or

receipts, the pre-Closing portion of such Tax shall be deemed equal to the amount that would be payable if the relevant taxable period ended the day of the Closing, and (B) in the case of any real or personal property Tax or any other Tax not described in the next sentence or in clause (A), the pre-Closing portion of such Tax shall be deemed equal to the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on and including the Closing Date and the denominator of which is the number of days in the entire taxable period. Sales and use taxes shall be deemed to accrue as property is purchased, sold, used, or transferred, as reflected on the books and records of the Business. All Taxes arising from, relating to, or agreed to in connection with (including any obligation relating to Taxes agreed to in the Cable Agreements) the transactions contemplated under Section 5.3 shall be “Pre-Closing Taxes”.

     “Preliminary Excluded Liabilities Payoff Amount” means the amount required to discharge all Excluded Liabilities identifiable as of the Closing Date, as determined pursuant to Section 2.8(b).

     “Preliminary Net Working Capital” has the meaning set forth in Section 2.8(a).

     “Preliminary Net Working Capital Adjustment Amount” has the meaning set forth in Section 2.8(a).

     “Preliminary Tax Amount” has the meaning set forth in Section 2.8(c).

     “Principal Stockholder’s Agreement” has the meaning set forth in the Recitals.

     “Principal Stockholder Common Stock” means the shares of SPC Common Stock held by each of the Principal Stockholders, as set forth below:

Louis J. Appell Residuary Trust		5,861,800 shares
fbo Louis J. Appell, Jr.
Goshawk, LLC		6,008,322 shares
Priam, LLC		5,922,793 shares

     “Principal Stockholders” means the Louis J. Appell Residuary Trust fbo Louis J. Appell, Jr., Goshawk, LLC and Priam, LLC.

     “Principal Stockholder LLC” means each of the three limited liability companies to be formed by Acquiror prior to Closing and further identified on Exhibit D , each of which shall be subject to a limited liability company operating agreement, the material terms of which are described on such Exhibit and otherwise to be in a form and have such terms as are consistent with its purpose and otherwise reasonably acceptable to Acquiror and SPC. “Principal Stockholder LLCs” shall mean all three of the Principal Stockholder LLCs. When the term “related” is used in connection with a Principal Stockholder LLC, it refers to the Principal Stockholder LLC named after the Principal Stockholder, the entire membership interest in which will be assigned to such Principal Stockholder in the Merger.

     “Proceeding” means any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Body or arbitrator.

     “Programs” means all computer systems (including without limitation, management information and order systems, hardware, software, servers, computers, printers, scanners, monitors, peripheral and accessory devices, and the related media, manuals, documentation, and user guides) of or used by or in the operation of the Business, all related claims, credits, and rights of recovery and set-off with respect thereto, and all of the right, title, and interest (including by reason of license or lease) of SPC, the Radio Subsidiaries or the Stations in or to any software, computer program, or software product owned, used, developed, or being developed by or for any of the Stations or otherwise by SPC or the Radio Subsidiaries, whether for internal use or for sale or license to others, and any software, computer program, or software product licensed by SPC or the Radio Subsidiaries , and all proprietary rights of SPC, the Radio Subsidiaries or the Stations, whether or not patented or copyrighted, associated therewith.

     “Proximate Cause Party” has the meaning set forth in Section 8.2(a).

     “Radio Subsidiaries” means Susquehanna Media Co., Susquehanna Radio Corp., WSBA Lico, Inc., WVAE Lico, Inc., WNNX Lico, Inc., Radio Cincinnati, Inc., WRRM Lico, Inc., Radio Indianapolis, Inc., WFMS Lico, Inc., Indianapolis Radio License Co., Indy Lico, Inc., Radio Metroplex, Inc., Radio San Francisco, Inc., KFFG Lico, Inc., KRBE Radio, Inc., KRBE Broadcasting, Inc., KRBE Lico, Inc., KNBR, Inc., Bay Area Radio Corp., KNBR Lico, Inc., KPLX Lico, Inc., KLIF Broadcasting, Inc., KLIF Lico, Inc., KPLX Radio, Inc., KLIF Radio, Inc., Texas Star Radio, Inc., Sunnyside Communications, Inc., S.C.I. Broadcasting, Inc., Susquehanna Radio Services, Inc., Susquehanna License Co., LLC, KLIF Broadcasting Limited Partnership, KPLX Limited Partnership and KRBE Limited Partnership.

     “Real Estate Encumbrances” has the meaning set forth in Section 3.9(a).

     “Real Property” means the Land and Improvements and all Appurtenances thereto and any Real Property Lease.

     “Real Property Lease” means any Ground Lease or Space Lease.

     “Related Person” means (i) with respect to a particular individual, (a) each other member of such individual’s Family, (b) any Person that is directly or indirectly controlled by any one or more members of such individual’s Family, (c) any Person in which members of such individual’s Family hold (individually or in the aggregate) a Material Interest, and (d) any Person with respect to which one or more members of such individual’s Family serves as a director, officer, partner, executor or trustee (or in a similar capacity) and (ii) with respect to a specified Person other than an individual, (a) any Person that is an Affiliate of such specified Person, (b) any Person that holds a Material Interest in such specified Person, (c) each Person that serves as a director, officer, partner, executor or trustee of such specified Person (or in a similar capacity), (d) any Person in which such specified Person holds a Material Interest, and (e) any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity). For purposes of this definition, (i) the “Family” of an individual includes (a) the individual, (b) the individual’s spouse, (c) the individual’s mother, father, mother-in-law or father-in-law and (d) any other natural person who resides with such individual and (ii) “Material Interest” means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of voting securities or other voting interests representing at least 10% of the outstanding voting power of a Person or equity securities or other equity interests representing at least 10% of the outstanding equity securities or equity interests in a Person.

     “Release” means any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal, leaching or migration on or into the Environment or into or out of any property.

     “Report” means all documents filed by SPC or any Radio Subsidiary with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, including such filings on Form 10-K, Form 10-Q, Form 8-K and Schedule 14A, and all schedules and exhibits thereto.

     “Requisite Consents” has the meaning set forth in Section 5.11(a).

     “Reserve Amount Rights” has the meaning set forth in Section 2.10(a).

     “Review Period” has the meaning set forth in Section 2.12(b).

     “Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC promulgated thereunder.

     “SEC” means the United States Securities and Exchange Commission.

     “Securities Act” means the Securities Act of 1933.

     “Securities Act Affiliate” has the meaning set forth in Section 5.10.

     “SMC” means Susquehanna Media Co.

     “Solicitation” has the meaning set forth in Section 5.11(a).

     “Space Lease” means any lease, license or rental agreement pertaining to the occupancy of any improved space, including antenna towers, on any Land that is not a Ground Lease.

     “SPC” has the meaning set forth in the first paragraph of this Agreement.

     “SPC Award” has the meaning set forth in Section 2.10(f).

     “SPC Certificates” has the meaning set forth in Section 2.10(c).

     “SPC Confidentiality Agreement” means the letter agreement, dated May 10, 2005, between UBS Securities LLC, on behalf of SPC, and Cumulus Media Inc.

     “SPC Dissenting Holder” has the meaning set forth in 2.10(g).

     “SPC Documents” has the meaning set forth in Section 3.2(a).

     “SPC ESOP Common Stock” means the ESOP Common Stock, par value $0.01, of SPC.

     “SPC Indemnified Parties” has the meaning set forth in Section 9.3.

     “SPC Interim Balance Sheet” has the meaning set forth in Section 3.4(a).

     “SPC Nonvoting Common Stock” means the Class A Nonvoting Common Stock, par value $0.01, of SPC.

     “SPC Pre-Closing Return” has the meaning set forth in Section 5.14(b).

     “SPC Required Consents” means the Governmental Authorizations referred to in Section 5.4(d).

     “SPC Return” has the meaning set forth in Section 5.14(a).

     “SPC Stock” means collectively all of the issued and outstanding shares of SPC Voting Common Stock, SPC ESOP Common Stock and SPC Nonvoting Common Stock.

     “SPC Stockholder” means a holder of record of one or more shares of SPC Stock.

     “SPC Stockholder Reserve Amount” means $40,000,000.

     “SPC Straddle Period Return” has the meaning set forth in Section 5.14(c).

     “SPC Voting Common Stock” means the Common Stock, par value $0.01, of SPC.

     “SRC” means Susquehanna Radio Corp.

     “SRC Interim Balance Sheet” has the meaning set forth in Section 3.4(b).

     “Statement of Objections” has the meaning set forth in Section 2.12(c).

     “Station” or “Stations” means, as the context requires, the commercial radio broadcast stations listed on Schedule 1.1(c) owned and operated by the Radio Subsidiaries.

     “Stockholders’ Representative” shall mean Craig W. Bremer, or any other Person selected as a successor thereto in accordance with the provisions of Section 2.15 hereof.

     “Straddle Period” means taxable periods which begin before the Closing Date and end after the Closing Date.

     “Subsidiary” means, with respect to any Person, any entity whether incorporated or unincorporated of which at least a majority of the securities or ownership interests having by their terms voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person or by one or more of its respective Subsidiaries.

     “Successor Stockholders’ Representative” has the meaning set forth in Section 2.15(e).

     “Surviving Corporation” has the meaning set forth in Section 2.1.

     “Tangible Personal Property” means all antennas, studio equipment, electrical devices, transmission equipment (including transmitter towers and transmitters), machinery, equipment, tools, furniture, office equipment, computer hardware, supplies, spare parts, music libraries, vehicles and other items of tangible personal property of every kind owned or leased by a Radio Subsidiary or used in the Business (wherever located and whether or not carried on the books of a Radio Subsidiary), together with (i) all replacements thereof, additions and alterations thereto, and substitutions therefor, made between the date hereof and the Effective Time and (ii) any express or implied warranty by the manufacturers or sellers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto.

     “Tax” means any foreign, United States federal, state or local income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A of the Code), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, abandoned or unclaimed property,

escheat, estimated, or other tax, fee, assessment, levy, tariff or charge of any kind whatsoever imposed by or under the authority of a Governmental Body (including any tax imposed by reason of a disallowance of any deduction or loss, including under Section 162, 163, 164, 165, 166, 167, 168, 170, 172, 174, 175, 179, 197, 198, 263, 263A, 265, 267, 269, 280G or 280H of the Code), including any interest, penalty or addition thereto, whether disputed or not, and including any obligations to indemnify or otherwise assume or succeed to the liability of any other Person for any of the foregoing items.

     “Tax Difference” has the meaning set forth in Section 5.14(d).

     “Tax Escrow Amount” means the amount deposited in the Escrow Account pursuant to Section 2.8(c).

     “Tax Return” means any return (including any amended return or information return), report, statement, claim for refund or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

     “Third-Party Claim” has the meaning set forth in Section 9.4(a).

     “Transaction” means the collective transactions contemplated by this Agreement, including the Merger.

     “U.S. Antitrust Laws” means the Sherman Act, the Clayton Act, the HSR Act, the Federal Trade Commission Act, and all other federal and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

     “Written Consent” has the meaning set forth in Section 3.2(a).

      Section 1.2 Usage .

     (a) Interpretation. In this Agreement, unless a clear contrary intention appears:

     (1) the singular number includes the plural number and vice versa;

     (2) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually;

     (3) reference to any gender includes each other gender;

     (4) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof;

     (5) reference to any Legal Requirement means such Legal Requirement as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement means that provision of such Legal Requirement from time

to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision;

     (6) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision hereof;

     (7) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;

     (8) “or” is used in the inclusive sense of “and/or”;

     (9) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”;

     (10) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto;

     (11) the terms “Dollars” and “$” mean United States Dollars; and

     (12) references herein to a specific Section, Subsection, Recital, Schedule or Exhibit refer, respectively, to Sections, Subsections, Recitals, Schedules or Exhibits of this Agreement.

     (b) Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP.

     (c) Legal Representation of the Parties. This Agreement was negotiated by the parties with the benefit of legal representation, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction or interpretation hereof.

     (d) Satisfaction of Obligations. Any obligation of SPC under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at SPC’s sole and exclusive option, either by SPC directly or by an Affiliate or designee of SPC that SPC causes to satisfy, meet or fulfill such obligation, in whole or in part. Any obligation of Acquiror or Merger Sub may be satisfied, met or fulfilled, in whole or in part, at their sole and exclusive option, either by Acquiror or Merger Sub directly or by an Affiliate or designee of Acquiror or Merger Sub that Acquiror or Merger Sub causes to satisfy, meet or fulfill such obligations, in whole or in part; provided that Acquiror’s and Merger Sub’s obligations to engage in and complete the Merger contemplated hereunder shall not be met or fulfilled, in whole or in part, by Affiliates or designees other than Affiliates and designees that are corporations duly organized, validly existing and in good standing under the laws of their respective States of incorporation.

ARTICLE II

      Section 2.1 The Merger .

     Subject to the terms and conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into SPC, in accordance with the DGCL and with the effect provided therein (the

“Merger”). SPC shall be the surviving corporation (the “Surviving Corporation”) and shall become a direct wholly-owned subsidiary of Acquiror and the separate corporate existence of Merger Sub shall cease.

      Section 2.2 Effective Time .

     Subject to the provisions of this Agreement, the parties will cause the Merger to be consummated by filing an appropriate certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with, the relevant provisions of the DGCL on the Closing Date. The Merger will become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger (the “Effective Time”).

      Section 2.3 Closing of the Merger .

     The Closing will take place at a time and on the date selected by Acquiror and reasonably acceptable to SPC that is no later than the later of (i) the thirtieth (30 ^th ) calendar day after the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) are satisfied or waived or (ii) the forty-fifth (45 ^th ) calendar day following the delivery by SPC of all the materials set forth in Section 5.12 (the “Closing Date”), at the offices of Hunton & Williams LLP, 200 Park Avenue, 52nd Floor, New York, New York 10166, unless the parties agree to another time, date or place in writing.

      Section 2.4 Effects of the Merger .

     The Merger will have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all properties, rights, privileges, powers and franchises of SPC and Merger Sub will vest in the Surviving Corporation, and all debts, liabilities and duties of SPC and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

      Section 2.5 Certificate of Incorporation and By-laws .

     The certificate of incorporation and bylaws of SPC, as in effect immediately prior to the Effective Time, shall be amended and restated in the Merger as of the Effective Time to read in their entirety as set forth on Exhibit E and Exhibit F hereto, respectively, and, as so amended will be the certificate of incorporation and bylaws, respectively, of the Surviving Corporation until amended in accordance with their respective terms and applicable law.

      Section 2.6 Directors .

     The directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation at the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until such director’s successor is duly elected and qualified.

      Section 2.7 Officers .

     The officers of Merger Sub immediately prior to the Effective Time will be the officers of the Surviving Corporation at the Effective Time until any such officer’s successor is duly elected or appointed and qualified.

      Section 2.8 Pre-Closing Matters .

     (a) Preliminary Net Working Capital Adjustment. No later than twenty (20) calendar days before the Closing Date, SPC shall prepare and deliver to Acquiror and to the Stockholders’ Representative an unaudited balance sheet, prepared in good faith in accordance with GAAP on a basis consistent with preparation of SPC’s audited financial statements for the year ended December 31, 2004, estimated as of the Closing, pro forma as to, and giving effect for, any transactions or operations previously occurring or anticipated to occur subsequent to its preparation and on or before the Effective Time, along with the computation by SPC of the Net Working Capital as reflected in such balance sheet (the “Preliminary Net Working Capital”), with such computation to be in the form of the sample calculation set forth in Schedule 2.8(a) . Absent an objection of Acquiror, delivered no later than five (5) calendar days prior to the Closing, as to such estimated balance sheet and SPC’s computation of the Preliminary Net Working Capital, such estimate by SPC of the Preliminary Net Working Capital shall be used solely to effectuate the Closing and for calculation of the Closing Merger Payment. Any objection by Acquiror shall be made in good faith and be based on reasonable assumptions on specific facts and circumstances. Should Acquiror issue such an objection, it shall provide in writing its proposed adjustment to the estimated balance sheet prepared by SPC and computation of the Preliminary Net Working Capital and such Acquiror-adjusted amount shall be considered the Preliminary Net Working Capital solely to effectuate the Closing and for calculation of the Closing Merger Payment. The “Preliminary Net Working Capital Adjustment Amount” shall mean the Preliminary Net Working Capital (so determined above) less the Net Working Capital Target Amount. If the Preliminary Net Working Capital Adjustment Amount is a positive number, it shall be added to the sub-items comprising the Closing Merger Payment calculated in Section 2.9(b)(1), and if the Preliminary Net Working Capital Adjustment Amount is a negative number, it shall be subtracted from such sub-items. Should Acquiror issue an objection as described above, the excess of SPC’s computation of Preliminary Net Working Capital over the Preliminary Net Working Capital used to compute the Closing Merger Payment shall be paid by Acquiror at Closing into the Escrow Account pursuant to Section 2.9 and is referred to herein as the “Net Working Capital Escrow Amount.”

     (b) Preliminary Excluded Liabilities Payoff Amount. No later than twenty (20) calendar days before the Closing Date, SPC shall prepare and deliver to Acquiror and to the Stockholders’ Representative an estimate of the Preliminary Excluded Liabilities Payoff Amount. Any assertion by SPC of the amount of the Excluded Liabilities with respect to any specific Lender that is supported by a pay-off letter or similar statement from such Lender in customary form shall be accepted by Acquiror for purposes of the Closing only, absent manifest error. Absent an objection of Acquiror, delivered no later than five (5) calendar days prior to the Closing, as to such calculation of the Preliminary Excluded Liabilities Payoff Amount, such estimate by SPC of Preliminary Excluded Liabilities Payoff Amount shall constitute the Preliminary Excluded Liabilities Payoff Amount and be used solely to effectuate the Closing and for calculation of the Closing Merger Payment. Any objection by Acquiror shall be made in good faith and be based on reasonable assumptions and specific facts and circumstances. Should Acquiror issue such an objection, it shall provide in writing its proposed adjustment to the calculation prepared by SPC and computation of the Preliminary Excluded Liabilities Payoff Amount and such Acquiror-adjusted amount shall be considered the Preliminary Excluded Liabilities Payoff Amount solely to effectuate the Closing and for calculation of the Closing Merger Payment. Should Acquiror issue an objection as described above, the excess of the Preliminary Excluded Liabilities Payoff Amount used to compute the Closing Merger Payment over SPC’s computation of Preliminary Excluded Liabilities Payoff Amount shall be paid by Acquiror at Closing into the Escrow Account pursuant to Section 2.9 and is referred to herein as the “Excluded Liabilities Escrow Amount.”

     (c) Preliminary Tax Amount. No later than forty-five (45) calendar days before the Closing Date, SPC shall prepare and deliver to Acquiror and to the Stockholders’ Representative an estimate,

prepared in good faith, of all Excluded Taxes (excluding any cash amount actually deposited into escrow as the “Tax Escrow Amount” under the Cable Escrow Agreement upon the closing of the Comcast Cable Transaction in respect of any such Excluded Taxes as to which SPC or SMC shall have access to pay Excluded Taxes after the Effective Time), other than those paid or anticipated to be paid prior to the Closing Date, which estimate shall constitute the “Preliminary Tax Amount”. Absent an objection of Acquiror, delivered no later than ten (10) calendar days prior to the Closing, as to SPC’s computation of the Preliminary Tax Amount, such estimate by SPC of the Preliminary Tax Amount shall be used solely to effectuate the Closing and for calculation of the Closing Merger Payment. Any objection by Acquiror shall be made in good faith and be based on reasonable assumptions and specific facts and circumstances. Should Acquiror issue such an objection, it shall provide in writing its proposed adjustment to the calculation of the Preliminary Tax Amount prepared by SPC and such Acquiror-adjusted amount shall constitute the Preliminary Tax Amount and be considered the Preliminary Tax Amount solely to effectuate the Closing and for calculation of the Closing Merger Payment. Should Acquiror issue an objection as described above, the excess of the Preliminary Tax Amount used to compute the Closing Merger Payment over SPC’s computation of Preliminary Tax Amount shall be paid by Acquiror at Closing into the Escrow Account pursuant to Section 2.9 and is referred to herein as the “Tax Escrow Amount.”

     (d) Principal Stockholder. Within twenty (20) days of the date hereof, each of the Principal Stockholders shall deliver a legal opinion to Acquiror in form and substance reasonably acceptable to the Acquiror addressing such matters as are customary and reasonably satisfactory to Acquiror.

      Section 2.9 Merger Consideration .

     (a) The merger consideration payable by Acquiror pursuant to this Agreement (the “Merger Consideration”) shall be an amount equal to (i) the Base Merger Consideration; (ii) plus or minus the Preliminary Net Working Capital Adjustment Amount; (iii) plus or minus the Final Net Working Capital Adjustment Amount; (iv) minus the Preliminary Excluded Liabilities Payoff Amount; (v) plus or minus the Final Excluded Liabilities Adjustment Amount; (vi) minus the Preliminary Tax Amount; (vii) plus or minus the Final Tax Adjustment Amount; (viii) less the Aggregate LLC Deposit Amount (such items (i) through (viii) to be paid in cash); and plus (ix) all of the membership interests of each of the Principal Stockholder LLCs.

     (b) At the Closing, subject to adjustment pursuant to Section 2.10(g) hereof, Acquiror shall deliver the following amounts:

     (1) To the Paying Agent pursuant to Section 2.11 an amount equal to (A) the Base Merger Consideration; (B) plus or minus the Preliminary Net Working Capital Adjustment Amount; (C) minus the Preliminary Excluded Liabilities Payoff Amount; (D) minus the Preliminary Tax Amount; (E) minus the SPC Stockholder Reserve Amount; (F) minus the Escrow Amount; and (G) minus the Aggregate LLC Deposit Amount (the “Closing Merger Payment”), in cash, payable by wire transfer or delivery of other immediately available funds.

     (2) To the Lenders, an amount equal to that portion of the Preliminary Excluded Liabilities Payoff Amount comprising Debt as to which pay-off letters or similar statements in customary form have been received, in cash, payable by wire transfer or delivery of other immediately available funds. This payment shall be made as directed by the applicable Lender for the discharge of such Debt.

     (3) To a person or entity identified in writing by the Stockholders’ Representative thirty (30) days prior to the Closing Date, the SPC Stockholder Reserve Amount, in cash, payable

by wire transfer or delivery of immediately available funds for the benefit of the SPC Stockholders on such terms and conditions as the Stockholders’ Representative shall establish in writing on or prior to Closing.

     (4) To the Escrow Agent, the Escrow Amount in cash, payable into the Escrow Account (as defined in the Escrow Agreement) by wire transfer or delivery of other immediately available funds.

     (5) To each of the three Principal Stockholder LLCs, the LLC Deposit Amount, in cash, payable by wire transfer or delivery of other immediately available funds.

     (c) For all purposes of this Agreement, the “Closing Merger Consideration” shall mean the sum of the dollar amount of the Closing Merger Payment and the three LLC Deposit Amounts.

      Section 2.10 Conversion of Shares .

     (a) Subject to Sections 2.10(d) and 2.10(g), at the Effective Time and without any action on the part of the holders thereof, the issued and outstanding shares of SPC Common Stock will convert into the right to receive the following: (i) (x) in the case of the shares of ESOP Common Stock, a pro rata share, in cash, of the Closing Merger Consideration plus the ESOP Aggregate Additional Amount, (y) in the case of the shares of Principal Stockholder Common Stock held by each of the three Principal Stockholders, a pro rata share, in cash, of the Closing Merger Consideration (reduced by an amount equal to the Principal Stockholders’ pro rata share (based on the number of shares of SPC Stock, exclusive of ESOP Common Stock, held by the Principal Stockholders) of the ESOP Aggregate Additional Amount), minus the LLC Deposit Amount plus 100 percent of the membership interest in the related Principal Stockholder LLC, and (z) in the case of the shares of SPC Common Stock other than the shares of ESOP Common Stock and the shares of Principal Stockholder Common Stock, a pro rata share, in cash, of the Closing Merger Consideration (reduced by a pro rata share (based on the number of shares of SPC Stock, exclusive of ESOP Common Stock, held by holders of SPC Common Stock) of the ESOP Aggregate Additional Amount), all as set forth on Schedule 2.10(a) , (ii) plus a pro rata share of all payments to be made to the Stockholders’ Representative from the Escrow Account or otherwise pursuant to the terms of the Escrow Agreement (the “Escrow Payments”), and (iii) plus a pro rata share of the rights of the SPC Stockholders with respect to the SPC Stockholder Reserve Amount (the “Reserve Amount Rights”). Prior to Closing, SPC shall deliver to Acquiror Schedule 2.10(a) , which shall set forth the name of each holder of SPC Stock immediately before the Closing and the pro rata share of Closing Merger Consideration, Escrow Payments and the Reserve Amount Rights to be paid or delivered to such holder of SPC Stock pursuant to the terms of Section 2.11.

     (b) At the Effective Time, as a result of the Merger and without any action on the part of the holder thereof, each issued and outstanding share of Merger Sub Common Stock will convert into and become one fully paid and nonassessable share of SPC Voting Common Stock.

     (c) As a result of the Merger and without any action on the part of any holder thereof, at the Effective Time each share of SPC Stock issued and outstanding immediately before the Effective Time (other than SPC Stock held by any of SPC’s Subsidiaries) shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of shares of SPC Stock issued and outstanding immediately before the Effective Time (other than SPC Stock held by any of SPC’s Subsidiaries) shall thereafter cease to have any rights with respect to such shares of SPC Stock, except the right to receive the share of the Closing Merger Payment, the membership interests in the Principal Stockholder LLCs, if applicable, and a pro rata share of the Escrow Payments, as set forth on Schedule 2.10(a) , upon the surrender of a certificate representing such issued and outstanding shares of

SPC Stock, together with a duly completed Letter of Transmittal (the “SPC Certificates”), or the rights described in Section 2.10(g).

     (d) Notwithstanding anything contained in this Section 2.10 to the contrary, (i) each share of SPC Stock issued and held in SPC’s treasury immediately before the Effective Time shall, by virtue of the Merger, cease to be outstanding and shall be cancelled and retired without payment of any consideration therefor and (ii) each share of SPC Stock issued and held by any of SPC’s Subsidiaries immediately before the Effective Time shall remain outstanding after the Effective Time and shall not be entitled to any payment in connection with the Merger.

     (e) In the event that any holders of SPC ESOP Common Stock tender shares of such SPC ESOP Common Stock to SPC for redemption prior to the Closing pursuant to the terms of the ESOP Trust, SPC shall redeem such shares prior to Closing in accordance with the terms of the ESOP Trust.

     (f) Prior to the Closing, SPC shall cause each outstanding award granted by SPC entitling the holder thereof to receive shares of SPC Nonvoting Common Stock (a “SPC Award”) to become fully vested and to be exercised and converted into the number of shares of SPC Nonvoting Common Stock to which each such SPC Award relates. Upon the exercise of such SPC Awards, SPC shall issue shares of SPC Nonvoting Common Stock (“Award Shares”) to the holders of such SPC Awards such that such Award Shares will be outstanding prior to the Closing.

     (g) Notwithstanding any provision contained in this Agreement to the contrary, all shares of SPC Stock outstanding immediately prior to the Effective Time and held by a holder who has not consented to the Merger in writing and who has demanded appraisal for such shares (“Dissenting Shares”) in accordance with the DGCL (a “SPC Dissenting Holder”) shall not be converted into a right to receive a share of the Closing Merger Consideration, plus a pro rata share of the Escrow Payments and the Reserve Amount Rights, payable in respect of such shares pursuant to Section 2.10(a) but shall, from and after the Effective Time, have only such rights as are afforded to the holders thereof by the provisions of Section 262 of the DGCL, unless such SPC Dissenting Holder fails to perfect or withdraws or otherwise loses such SPC Dissenting Holder’s right to appraisal, and the payments to be made by Acquiror at Closing pursuant to Sections 2.9(b)(1), (3) and (4), and, subject to the succeeding sentence, the consideration payable hereunder in respect of the Merger, shall be reduced by the share of such payments attributable to the Dissenting Shares. If, after the Effective Time, such SPC Dissenting Holder fails to perfect or withdraws or loses such SPC Dissenting Holder’s right to appraisal, such shares shall be treated as if they had been converted as of the Effective Time into the right to receive the consideration otherwise payable in respect of such shares pursuant to Section 2.10(a), and Acquiror and SPC shall make the payments pursuant to Sections 2.9(b)(1), (3) and (4) theretofore withheld in respect of such Dissenting Shares. SPC shall give Acquiror prompt notice of (i) any demands received by SPC for appraisal of shares, withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by SPC and (ii) all negotiations and proceedings with respect to such demands. SPC shall not, except with the prior written consent of Acquiror, make any payment with respect to any demands for appraisal, or offer to settle, or settle any such demands. In the event the amounts recovered in any DGCL appraisal proceeding are less than the amount by which the Merger Consideration is reduced pursuant this Section 2.10(g), the difference, less all reasonable costs and expenses of SPC and Acquiror in connection therewith, shall be paid in cash by SPC to the Stockholders’ Representative immediately upon the final conclusion of such DGCL appraisal proceeding.

      Section 2.11 Exchange Procedure .

     (a) Prior to the Effective Time, SPC shall appoint an agent reasonably acceptable to Acquiror (the “Paying Agent”) for the purpose of exchanging the SPC Certificates for a share of the Closing

Merger Payment, the interests in the Principal Stockholder LLCs, if applicable, and a pro rata share of the Escrow Payments and the Reserve Amount Rights, payable or distributable with respect to such shares pursuant to Section 2.10(a), (collectively, the “Exchange Merger Consideration”). Prior to or at Closing, Acquiror shall (i) deliver to the account of the Paying Agent, by wire transfer of immediately available funds, the Closing Merger Payment, for the benefit of the holders of the SPC Certificates (excluding SPC Dissenting Holders) and (ii) assign to each Principal Stockholder LLC the membership interests in the related Principal Stockholder LLCs, such assignments to be effective as of the Effective Time.

     (b) Promptly on or before the Effective Time, the Paying Agent, as instructed by SPC, or SPC shall mail to each SPC Stockholder (excluding any shares of SPC Stock cancelled pursuant to Section 2.10(d):

     (1) a letter of transmittal (the “Letter of Transmittal”) (which will specify that delivery will be effected, and risk of loss and title to the SPC Certificates will pass, only upon delivery of such SPC Certificates to the Paying Agent and will be in such form as SPC and Acquiror agree prior to Closing), and

     (2) instructions for use in effecting the surrender of the SPC Certificates in exchange for a share of the Exchange Merger Consideration with respect to the shares of SPC Stock formerly represented thereby.

     (c) If any portion of the Exchange Merger Consideration is to be paid to a Person other than the holder of record of SPC Stock, it will be a condition to such payment that the SPC Certificate(s) so surrendered will be properly endorsed or otherwise be in proper form for transfer (with the signature or signatures thereof guaranteed to the extent required by the Letter of Transmittal) and that the Person requesting such payment will pay to the Paying Agent any taxes required as a result of such payment to a Person other than the registered holder of such SPC Certificate(s) or establish to the satisfaction of the Paying Agent that such tax has been paid or is not payable.

     (d) Upon surrender of a SPC Certificate for cancellation to the Paying Agent, together with the Letter of Transmittal, duly executed, and such other documents as Acquiror or the Paying Agent reasonably requests, the holder of such SPC Certificate will be entitled to receive promptly in exchange therefor his share of the Closing Merger Payment, the membership interests in the Principal Stockholder LLCs, if applicable, and when and as paid his pro rata share of the Escrow Payments, and the SPC Certificate so surrendered will be cancelled. Until surrendered as contemplated by this Section 2.11, each SPC Certificate will be deemed at any time after the Effective Time to represent only the right to receive a share of the Exchange Merger Consideration with respect to the shares of SPC Stock formerly represented thereby.

     (e) At or after the Effective Time, there will be no transfers on the stock transfer books of Surviving Corporation of the shares of SPC Stock that were outstanding immediately before the Effective Time. If, after the Effective Time, SPC Certificates are presented to the Surviving Corporation, they will be cancelled and exchanged in accordance with the procedures set forth in this Article II.

     (f) Any portion of the Closing Merger Payment delivered to the Paying Agent pursuant to this Section 2.11 that remains unclaimed by the former holders of SPC Stock eighteen (18) months after the Effective Time shall be returned to Acquiror, upon demand, and any such holder who has not exchanged his SPC Certificates for the Exchange Merger Consideration in accordance with this Section 2.11 prior to that time shall thereafter look only to Acquiror for payment of such consideration without any interest thereon.

     (g) None of Acquiror, SPC, the Surviving Corporation, the Paying Agent or any other Person will be liable to any former holder of shares of SPC Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

     (h) If any SPC Certificate is lost, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such SPC Certificate to be lost, stolen, or destroyed and, if required by Acquiror, the posting by such Person of a bond in such reasonable amount as Acquiror may direct as indemnity against any claim that may be made against it with respect to such SPC Certificate, the Paying Agent will deliver in exchange for such lost, stolen or destroyed SPC Certificate a share of the Exchange Merger Consideration, as provided in this Section 2.11, deliverable in respect thereof pursuant to this Agreement.

      Section 2.12 Post-Closing Purchase Price Adjustments .

     (a)  Preparation of Closing Date Financial Statements . As soon as practicable, but in no event later than seventy-five (75) calendar days after the Closing Date, Acquiror shall cause Acquiror’s Accountants to perform a review of the consolidated financial statements of SPC and each Radio Subsidiary as of the Closing Date and for the period from the date of the Balance Sheet through the Effective Time, including a computation as of the Closing Date of (i) Net Working Capital (the “Final Net Working Capital”), (ii) Excluded Liabilities that are outstanding (the “Final Excluded Liabilities Amount”) and (iii) Excluded Taxes that are due or payable after the Effective Time (excluding any cash amount actually deposited into escrow as the “Tax Escrow Amount” under the Cable Escrow Agreement upon the closing of the Comcast Cable Transaction in respect of any such Excluded Taxes as to which SPC or SMC shall have access to pay Excluded Taxes after the Effective Time) (the “Final Tax Amount”) (the “Closing Date Financial Statements”). The Closing Date Financial Statements with respect to, as well as the financial information supporting the computations of the Final Net Working Capital and the Final Excluded Liabilities Amount, shall be prepared in accordance with GAAP, on a basis consistent with the preparation of SPC’s audited financial statements for the year ended December 31, 2004. The Closing Date Financial Statements with respect to, as well as the information supporting the Final Tax Amount shall be prepared in accordance with applicable Tax law on a basis consistent with the preparation of SPC’s prior Tax Returns. The Final Net Working Capital Adjustment Amount shall be determined by deducting the Preliminary Net Working Capital from the Final Net Working Capital (the “Final Net Working Capital Adjustment Amount”), the Final Excluded Liabilities Adjustment Payoff Amount shall be determined by deducting the Preliminary Excluded Liabilities Payoff Amount from the Final Excluded Liabilities Amount (the “Final Excluded Liabilities Adjustment Amount”), and the Final Tax Adjustment Amount shall be determined by deducting the Preliminary Tax Amount from the Final Tax Amount (the “Final Tax Adjustment Amount”), subject to final determination of such amounts pursuant to this Section 2.12.

     (b)  Examination by the Stockholders’ Representative . Upon receipt of the Closing Date Financial Statements, the Stockholders’ Representative and the Stockholders’ Representative’s Accountants shall be permitted during the succeeding thirty (30) day period (the “Review Period”) full access at all reasonable times to: (i) the books and records and the personnel of SPC; (ii) the work papers prepared by Acquiror’s Accountants to the extent that they relate to SPC or any Radio Subsidiary; and (iii) such historical financial information (to the extent still in SPC’s possession) relating to SPC and each Radio Subsidiary as the Stockholders’ Representative may reasonably request for the purpose of reviewing the Closing Date Financial Statements.

     (c)  Objection by the Stockholders’ Representative . On or prior to the last day of the Review Period, the Stockholders’ Representative may object to the Closing Date Financial Statements by delivering to Acquiror a written statement setting forth a reasonably specific description of the

Stockholders’ Representative’s objections to the Closing Date Financial Statements and any of the computations accompanying same (the “Statement of Objections”). If the Stockholders’ Representative fails to deliver the Statement of Objections within the Review Period, the Closing Date Financial Statements shall be deemed to have been accepted by the Stockholders’ Representative and the Final Net Working Capital, the Final Tax Amount and the Final Excluded Liabilities Amount reflected in the Closing Date Financial Statements shall be used in computing the Final Net Working Capital Adjustment Amount, the Final Tax Adjustment Amount and the Final Excluded Liabilities Adjustment Amount, respectively. If the Stockholders’ Representative delivers the Statement of Objections within the Review Period, the Stockholders’ Representative and Acquiror shall negotiate in good faith to resolve such objections, and, if the same are so resolved, the Closing Date Financial Statements, the Final Net Working Capital, the Final Tax Amount and the Final Excluded Liabilities Amount reflected in the Closing Date Financial Statements with such changes as may have been previously agreed in writing by the Stockholders’ Representative and Acquiror, shall be final and binding.

     (d)  Resolution of Disputes . If the Stockholders’ Representative and Acquiror shall fail to reach an agreement with respect to any of the matters set forth in the Statement of Objections, then such matters shall, not later than ten (10) Business Days after one of the parties affirmatively terminates discussions in writing with respect to the Statement of Objections, be submitted for resolution to the Accounting Expert who shall, acting as experts and not as arbitrators, resolve the disputes set forth in the Statement of Objections and make any adjustments to the Closing Date Financial Statements, the Final Net Working Capital, the Final Tax Amount and the Final Excluded Liabilities Amount reflected in the Closing Date Financial Statements. The parties hereto agree that all adjustments shall be made without regard to materiality. Unless otherwise agreed to by the parties, in determining the Final Tax Amount, the Accounting Expert shall not accept or take a position, unless in the opinion of the Accounting Expert, the position “should” prevail under the Code. The Stockholders’ Representative, SPC and Acquiror and their respective Accountants shall each make readily available to the Accounting Expert all relevant work papers and books and records relating to the business of SPC, each Radio Subsidiary and those relating to the SPC Stockholders (to the extent that they relate to the business or any former business of SPC or any Radio Subsidiary). The Accounting Expert shall make a determination as soon as practicable but in any event within thirty (30) calendar days (or such other time as the parties hereto shall agree in writing) after its engagement, and its resolution of the dispute and its adjustments to the Closing Date Financial Statements, the Final Net Working Capital, the Final Tax Amount and the Final Excluded Liabilities Amount reflected in the Closing Date Financial Statements shall be conclusive and binding upon the parties hereto. The fees of the Accounting Expert shall be divided equally between the Stockholders’ Representative and Acquiror.

     (e)  Final Purchase Price Adjustments . Within five (5) Business Days of the final determination of the Closing Date Financial Statements (and the Final Net Working Capital, the Final Excluded Liabilities Amount and the Final Tax Amount included therein) (the “Payment Date”), the parties shall cause the Escrow Agent, pursuant to the specific terms and conditions of the Escrow Agreement, to (i) pay from the Escrow Account to the appropriate party or parties: (A) with respect to the Net Working Capital Escrow Amount, the Final Net Working Capital Adjustment Amount, (B) with respect to the Excluded Liabilities Escrow Amount, the Final Excluded Liabilities Adjustment Amount, and (C) with respect to the Tax Escrow Amount, the Final Tax Adjustment Amount; and (ii) disburse all remaining sums comprising or related to such escrowed amounts as directed by the terms of the Escrow Agreement. To the extent that the Net Working Capital Escrow Amount, Excluded Liabilities Escrow Amount or Tax Escrow Amounts are insufficient for any such payment, the party responsible (i.e., either the Acquiror (and SPC with respect to Acquiror’s obligations under this Section 2.12(e)) or the Stockholders’ Representative) for such amount shall pay, or cause to be paid, such deficiency to the other party, as appropriate, as further provided for with particularity in the Escrow Agreement.

      Section 2.13 Escrow Account .

     At Closing, Acquiror shall deliver to the account of the Escrow Agent, by wire transfer of immediately available funds, the Escrow Amount payable pursuant to Section 2.9, to be held by the Escrow Agent in an interest bearing account (the “Escrow Account”) pursuant to the Escrow Agreement. The Escrow Account shall be used to satisfy payments pursuant to Section 2.12 and Losses, if any, for which the Acquiror Indemnified Parties are entitled to indemnification or reimbursement in accordance with Article IX hereof.

      Section 2.14 Withholding Taxes .

     The Paying Agent, Acquiror, SPC, the Surviving Corporation or the Stockholders’ Representative (as appropriate) shall be entitled to deduct and withhold from consideration otherwise payable pursuant to this Agreement to any SPC Stockholder such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of Tax Legal Requirements. To the extent that amounts are so withheld, (i) such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the SPC Stockholder in respect of which such deduction and withholding was made, and (ii) the Paying Agent, Acquiror, SPC, the Surviving Corporation or the Stockholders’ Representative (as appropriate) shall provide to such SPC Stockholder written notice of the amounts so deducted or withheld.

      Section 2.15 Stockholders’ Representative .

     (a) The Stockholders’ Representative is hereby constituted and appointed by SPC for and on behalf of the SPC Stockholders, with full and unqualified power to delegate to one or more Persons the authority granted to it hereunder, to act as each of their agent and attorney-in-fact, with full power of substitution, to take all actions after the Effective Time with Excluded Liabilities and Excluded Taxes and indemnification claims under Article IX of this Agreement and the Escrow Agreement, on their individual and collective behalf, as such Stockholders’ Representative shall deem necessary and appropriate in connection with the transactions contemplated under this Agreement and the Escrow Agreement, including, without limitation, the power:

     (1) to perform all of the duties and obligations of the Stockholders’ Representative concerning indemnification claims under Article IX of this Agreement and the Escrow Agreement and to execute, deliver and perform all documents contemplated herein or therein by the Stockholders’ Representative;

     (2) to distribute to the SPC Stockholders any amounts to be released or paid to the Stockholders’ Representative (for the benefit of the SPC Stockholders) pursuant to the terms of the Escrow Agreement and other escrows related to the Cable and the Kansas City Transactions, unless the Stockholders’ Representative concludes that existing funds at its disposal are not sufficient to meet known or threatened claims under Section 9.2(c)(3), in which case the Stockholders’ Representative may reserve and retain some or all of such funds as it determines in the exercise of its good faith business judgment;

     (3) to perform all duties of the Indemnified Party (if the Stockholders’ Representative or any SPC Stockholder is the Indemnified Party) or to perform all the duties of the Indemnifying Party (if the Stockholders’ Representative is the Indemnifying Party), as set forth in Article IX of this Agreement, including, without limitation, prosecution of all Proceedings and the prosecution or conduct of the defense of any claims or actions described

herein, and the compromise and settlement of any such claims or actions, including the making of any payment required thereby;

     (4) to perform all duties and resolve all matters in connection with the Escrow Agreement, including, without limitation, the prosecution or conduct of the defense of any matter or Claim (as defined therein), and the compromise and settlement of any such matter or Claim, including the making of any payment required thereby;

     (5) to hire counsel and other professionals and third parties on behalf of himself and/or the SPC Stockholders to represent the interests of the Stockholders’ Representative and/or the SPC Stockholders in connection with this Agreement and the Escrow Agreement, and the right to incur such other expenses as the Stockholders’ Representative deems appropriate to protect the interests of himself and the SPC Stockholders and to carry out the terms thereof and hereof;

     (6) to give and receive all notices and communications to be given or received concerning any indemnification claim under Article IX of this Agreement or the Escrow Agreement and to receive service of process in connection with any indemnification claim under Article IX of this Agreement or any Claim under the Escrow Agreement; and

     (7) to take any other action concerning any indemnification claim under Article IX of this Agreement or the Escrow Agreement and the transactions contemplated herein and therein as the Stockholders’ Representative in his sole and absolute discretion deems appropriate.

     Notwithstanding anything to the contrary contained herein, (i) the Stockholders’ Representative shall have no duties or responsibilities under this Agreement except for those expressly set forth herein, (ii) no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of any SPC Stockholder shall otherwise exist against or with respect to the Stockholders’ Representative in its capacity as such and (iii) any claim against the Stockholders’ Representative made in accordance with the provisions of this Agreement by any Person shall be satisfied solely from the assets owned or held by the Stockholders’ Representative in trust or otherwise and amounts held under the Escrow Agreement, and no trustee, member, stockholder, director, officer or employee of the Stockholders’ Representative shall have any personal liability with respect to any such claim. All decisions and acts by the Stockholders’ Representative shall be binding upon all of the SPC Stockholders and no SPC Stockholder shall have the right to object, dissent, protest or otherwise contest the same.

     (b) Acquiror shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to Article IX hereof and the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any SPC Stockholder by the Stockholders’ Representative, and on any other action taken or purported to be taken on behalf of the SPC Stockholders by the Stockholders’ Representative, as fully binding upon such SPC Stockholders.

     (c) As provided in the Written Consent, the approval by the SPC Stockholders of the Merger thereunder includes the approval of the terms of the provision of this Section 2.15, including, without limitation, the appointment of the Stockholders’ Representative.

     (d) The SPC Stockholders formerly holding more than 50% of the SPC Stock as of Closing (a “Majority in Interest”) may replace the Stockholders’ Representative and designate a successor Stockholders’ Representative.

     (e) The Stockholders’ Representative is authorized and empowered to construe this Agreement and the Escrow Agreement and its construction shall be conclusive and binding upon all of the SPC Stockholders.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SPC

     SPC represents and warrants to Acquiror as follows:

      Section 3.1 Organization and Good Standing .

     (a) SPC is duly organized, validly existing and in good standing under the laws of the State of Delaware. SPC has all requisite corporate power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties. SPC is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of its assets owned or held under lease or the nature of its activities makes such qualification necessary under applicable Legal Requirements, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect, each of such jurisdictions being listed on Schedule 3.1(a) hereto. SPC has made available to Acquiror true, correct and complete copies of SPC’s Governing Documents (in each case, as amended to the date hereof).

     (b)  Schedule 3.1(b) sets forth a true and complete list of each entity or joint venture, together with its jurisdiction of organization and the percentage ownership interests thereof owned, directly or indirectly, by SPC as of the date of this Agreement. Each Radio Subsidiary is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite corporate, partnership or limited liability company power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties. Each Radio Subsidiary is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction in which the character of its assets owned or held under lease or the nature of its activities makes such qualification necessary under applicable Legal Requirements, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect, each of such jurisdictions being listed on Schedule 3.1(b) hereto. SPC has made available to Acquiror true, correct and complete copies of each Radio Subsidiary’s Governing Documents (in each case, as amended to the date hereof).

     (c) As of the date of this Agreement, SPC has, directly or indirectly, good and valid title to the capital stock representing its ownership interests in each Radio Subsidiary described in Schedule 3.1(b) , free and clear of all Encumbrances, other than those set forth on Schedule 3.1(b) as acceptable to Acquiror. As of the Closing Date, SPC will have, directly or indirectly, good and valid title to the capital stock representing its ownership interests in each Radio Subsidiary, free and clear of all Encumbrances, other than those set forth on Schedule 3.1(b) as acceptable to Acquiror.

     (d) Except as listed in Schedule 3.1(b) , neither SPC nor any of the Radio Subsidiaries have any subsidiaries or interest, direct or indirect, or any commitment to purchase any interest, direct or indirect, in any corporation or in any partnership, joint venture or other business enterprise or entity. Except as described in Schedule 3.1(d) , the operations of the Stations and the Business have not been conducted through any direct or indirect subsidiary, shareholder or affiliate of SPC or the Radio Subsidiaries, and none of the business, assets, properties or rights of SPC or the Radio Subsidiaries is owned, held, used or conducted by any stockholder, member, partner or affiliate of SPC or the Radio Subsidiaries.

      Section 3.2 Enforceability; Authority; No Conflict .

     (a) This Agreement constitutes and, when executed and delivered at Closing, each other agreement, document and instrument to be executed, delivered or performed by SPC in connection with this Agreement (collectively, the “SPC Documents”) will constitute, the legal, valid and binding obligation of SPC and the Stockholders’ Representative, enforceable against each of them in accordance with its terms (assuming this Agreement is a legal, valid and binding obligation of, and enforceable against, Acquiror and Merger Sub), subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity relating to enforceability. SPC and the Stockholders’ Representative each has the requisite right, power and authority to execute, deliver and perform this Agreement and has or will have prior to Closing the requisite right, power and authority to perform its obligations under this Agreement and to execute, deliver and perform each other SPC Document and to carry out the transactions contemplated hereby and thereby, and such action has or will have prior to Closing been duly authorized by all necessary corporate action. All corporate, limited liability or partnership proceedings, as applicable, and any action required to be taken by SPC or the Stockholders’ Representative or the Radio Subsidiaries relating to the execution, delivery and performance of this Agreement and the SPC Documents and the consummation of the transactions contemplated hereby and thereby have been duly taken or, with respect to any action taken by the Radio Subsidiaries in connection with Section 5.3, will have been duly taken prior to Closing. Attached hereto as Exhibit G is a true and correct copy of a Written Consent in Lieu of a Meeting authorizing and adopting this Agreement and the Merger (the “Written Consent”) executed by a Majority in Interest, which Written Consent has not been amended, revoked or superseded by any other action of the SPC Stockholders.

     (b) Except as set forth in Schedule 3.2(b) , none of the execution, delivery or performance of this Agreement and the SPC Documents nor the consummation or performance of the Transaction will (with or without notice or lapse of time):

     (1) contravene, conflict with or result in a violation or breach of any of the terms or requirements of (A) any provision of any of the Governing Documents of SPC or the Radio Subsidiaries (B) any resolution adopted by the board of directors of SPC or any Radio Subsidiary, the SPC Stockholders or the equity holders of any Radio Subsidiary;

     (2) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body or other Person the right to challenge the Transaction or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which SPC or any of the Radio Subsidiaries may be subject;

     (3) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Commission Authorization or any material Governmental Authorization that is not a Commission Authorization or any Legal Requirement relating to the Business that is held by SPC or any of the Radio Subsidiaries;

     (4) result in a breach of, or violate, or be in conflict with, or constitute a default under, or permit the termination of, or require any consent or authorization under, or cause or permit acceleration of the maturity or performance of or payment under any Material Contract, other than as indicated on Schedule 3.20(b) , or adversely effect any Intangible that is material to the Business or the operation of any of the Stations; or

     (5) result in the imposition or creation of any material Encumbrance upon or with respect to any of the Assets.

     (c) The execution, delivery and performance of this Agreement and the SPC Documents by SPC does not, and the consummation by SPC of the Transaction will not, require any consent of any Governmental Body or self-regulatory organization, except for:

     (1) applicable requirements, if any, of the Exchange Act, the Securities Act, state securities or “blue sky” laws and state takeover laws;

     (2) the pre-merger notification requirements of the HSR Act and the rules and regulations thereunder;

     (3) applicable filings with and approvals of the FCC pursuant to the Communications Act and any regulations promulgated thereunder;

     (4) filing of the Certificate of Merger as required by the DGCL; or

     (5) as otherwise set forth in Schedule 3.2(c) or Schedule 3.17(a) .

      Section 3.3 Capitalization .

     (a) As of the date hereof, the authorized capital stock of SPC consists of 40,000,000 shares of SPC Voting Common Stock, 50,000,000 shares of SPC ESOP Common Stock and 10,000,000 shares of SPC Nonvoting Common Stock. Of such authorized shares, as of the date hereof, there are issued and outstanding 18,195,186 shares of SPC Voting Common Stock, 6,566,330 shares of SPC ESOP Common Stock and 2,046,723 shares of SPC Nonvoting Common Stock. No shares of SPC Stock are issued and held in the treasury of SPC. All issued and outstanding shares of SPC Stock are duly authorized, validly issued and outstanding, fully paid and nonassessable and were issued free of preemptive rights in compliance with applicable corporate and securities Legal Requirements. Except as set forth in Schedule 3.3(a)(i) , there are no outstanding rights, including stock appreciation rights, subscriptions, warrants, puts, calls, unsatisfied preemptive rights, options or other agreements of any kind relating to, or the value of which is tied to the value of, any of the outstanding, authorized but not issued, unauthorized or treasury shares of the capital stock or any other security of SPC, and there is no authorized or outstanding security of any kind convertible into or exchangeable for any such capital stock or other security. There are no restrictions imposed by SPC upon the transfer of or otherwise pertaining to the securities (including, but not limited to, the ability to pay dividends thereon) or retained earnings of SPC or the ownership thereof other than those set forth on Schedule 3.3(a)(i) and those imposed by the Securities Act, the Exchange Act, the Communications Act, applicable state securities laws, applicable corporate law or SPC’s Governing Documents. Except as set forth on Schedule 3.3(a)(ii) , there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to SPC or the SPC Stock. Except as set forth on Schedule 3.3(a)(iii) , there are no shareholder agreements, voting trusts, proxies or other agreements or understandings with respect to the voting or transfer of any SPC Stock.

     (b) As of the date hereof, the authorized, issued and outstanding capital stock of the Radio Subsidiaries is as set forth on Schedule 3.3(b)(i) . The number of shares, if any, of capital stock of the Radio Subsidiaries issued and held in treasury are as set forth on Schedule 3.3(b)(i) . All issued and outstanding shares of capital stock of the Radio Subsidiaries are duly authorized, validly issued and outstanding, fully paid and nonassessable and were issued free of preemptive rights in compliance with applicable corporate and securities Legal Requirements. Except as set forth in Schedule 3.3(b)(i) , there are no outstanding rights, including stock appreciation rights, subscriptions, warrants, puts, calls,

unsatisfied preemptive rights, options or other agreements of any kind relating to, or the value of which is tied to the value of, any of the outstanding, authorized but not issued, unauthorized or treasury shares of the capital stock or any other security of any of the Radio Subsidiaries, and there is no authorized or outstanding security of any kind convertible into or exchangeable for any such capital stock or other security. There are no restrictions imposed by any of the Radio Subsidiaries upon the transfer of or otherwise pertaining to the respective securities (including, but not limited to, the ability to pay dividends thereon) or retained earnings of any of the Radio Subsidiaries or the ownership thereof other than those set forth on Schedule 3.3(b)(i) and those imposed by the Securities Act, the Exchange Act, the Communications Act, applicable state securities laws, applicable corporate law or the Governing Documents of the respective Radio Subsidiaries. Except as set forth on Schedule 3.3(b)(ii) , there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to any of the Radio Subsidiaries or their capital stock. Except as set forth on Schedule 3.3(b)(iii) , there are no shareholder agreements, voting trusts, proxies or other agreements or understandings with respect to the voting or transfer of any capital stock of any of the Radio Subsidiaries. Schedule 3.3(b)(iv) identifies all Persons that own any of the issued and outstanding capital stock of the Radio Subsidiaries other than SPC or one of the Radio Subsidiaries, including the number of shares owned by such Person.

      Section 3.4 Financial Statements .

     (a) SPC has delivered to Acquiror: (i) an audited consolidated balance sheet of SPC as of December 31, 2004 (including the notes thereto, the “Balance Sheet”), and the related audited statements of operations, stockholders’ equity (deficit) and cash flows for the fiscal year then ended, including in each case the notes thereto, together with the report thereon of KPMG LLP, independent registered public accounting firm; (ii) audited consolidated balance sheets of SPC as of December 31, 2003 and December 31, 2002, and the related audited consolidated statements of operations, stockholders’ equity (deficit) and cash flows for each of the fiscal years then ended, including in each case the notes thereto, together with the report thereon of KPMG LLP, independent registered public accounting firm; (iii) an unaudited condensed consolidated balance sheet of SPC as of June 30, 2005 (the “SPC Interim Balance Sheet”), and the related unaudited condensed consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the six months then ended.

     (b) SPC has delivered to Acquiror: (i) an unaudited consolidating balance sheet of SRC as of December 31, 2004, and the related unaudited statement of operations for the fiscal year then ended as included in SMC’s audited consolidated financial statements; (ii) unaudited consolidating balance sheets of SRC as of December 31, 2003 and December 31, 2002, and the related unaudited consolidating statement of operations for each of the fiscal years then ended as included in SMC’s audited consolidated financial statements; and (iii) an unaudited condensed consolidating balance sheet of SRC as of June 30, 2005 (the “SRC Interim Balance Sheet”) and the related unaudited condensed consolidating statement of operations for the six months then ended as included in SMC’s Form 10-Q for the quarter ended June 30, 2005.

     (c) The Financial Statements delivered pursuant to (a) and (b) hereof shall be certified by SPC’s chief financial officer. Such Financial Statements fairly present (and the financial statements delivered pursuant to Section 5.12 will fairly present) the financial condition and the results of operations of SPC, SRC and the Business as at the respective dates of and for the periods referred to in such Financial Statements all in accordance with GAAP. The Financial Statements referred to in this Section 3.4 and delivered pursuant to Section 5.12 reflect and will reflect the consistent application of GAAP throughout the periods involved, except as disclosed in the notes to such Financial Statements. The Financial Statements have been and will be prepared from and are in accordance with the books and records of SPC and the Subsidiaries of SPC. Such Financial Statements do not contain any material items of special or nonrecurring income or any income not earned in the Ordinary Course of Business, except as

expressly specified therein, and include all adjustments, which consist only of normal recurring accruals, necessary for such fair presentation. To the Knowledge of SPC, the revenue pacing reports for the Stations heretofore or hereafter delivered to Acquiror are and shall be true and accurate in all material respects. All accounts receivable of SPC and the Radio Subsidiaries arising prior to the date hereof have arisen, and all accounts receivable of SPC and the Radio Subsidiaries arising after the date hereof and prior to Closing will have arisen, only from bona fide transactions with unrelated third parties in the Ordinary Course of Business, and represent and will represent valid obligations arising from sales actually made in the Ordinary Course of Business, except as reserved for in the Financial Statements or as are, with aggregation, immaterial in amount.

     (d) Except as and to the extent reflected in the Financial Statements, or as set forth in Schedule 3.4(d) hereto, neither SPC nor any Radio Subsidiary has any material debts, liabilities or obligations (whether absolute, accrued, contingent or otherwise) relating to or arising out of any act, transaction, circumstance, or state of facts which has heretofore occurred or existed, due or payable, other than current liabilities arising since the date of the Interim Balance Sheets in the Ordinary Course of Business.

     (e) Since January 1, 2003, as of their respective dates, all Reports of SMC made with the SEC complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations thereunder with respect thereto. To the Knowledge of SPC, no executive officer of SMC has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act, and no enforcement action has been initiated against SMC by the SEC relating to disclosures contained in any Report of SMC made with the SEC.

     (f) To the Knowledge of SPC and the Radio Subsidiaries, SPC and the Radio Subsidiaries (i) have designed and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by SPC or the Radio Subsidiaries in the Reports that it or they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to SPC’s or the Radio Subsidiary’s management as appropriate to timely allow decisions regarding required disclosure and (ii) have disclosed, based on its or their most recent evaluation of such disclosure controls and procedures prior to the date hereof, to SPC’s or the applicable Radio Subsidiary’s auditors and the audit committee of the Board of Directors of SPC or the applicable Radio Subsidiary, as the case may be, (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect SPC’s or the applicable Radio Subsidiary’s ability to record, process, summarize and report financial information, other than reported in its filings with the SEC and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in SPC’s or a Radio Subsidiary’s internal controls over financial reporting. SPC and the Radio Subsidiaries have not yet been required to document and test, and have not completed documenting and testing of, the design and operation of internal controls over financial reporting and disclosure controls and procedures.

      Section 3.5 Books And Records .

     The financial books and records of SPC and the Radio Subsidiaries, all of which have been, or will be prior to Closing, made available to Acquiror, are complete and correct and represent actual, bona fide transactions. The minute books of SPC and the Radio Subsidiaries, all of which have been, or will be prior to Closing, made available to Acquiror, contain accurate and complete records of all meetings held of