ASSET PURCHASE AGREEMENT

Exhibit 10.6

Execution Version

ASSET PURCHASE AGREEMENT

DATED OCTOBER 31, 2005

among

and

1051FM, LLC,

SUSQUEHANNA KANSAS CITY PARTNERSHIP

and

SUSQUEHANNA RADIO CORP.
as SELLERS

TABLE OF CONTENTS

SECTION 1 CERTAIN DEFINITIONS			1
1.1 Terms Defined in this Section			1
1.2 Terms Defined Elsewhere in this Agreement			9
SECTION 2 EXCHANGE AND TRANSFER OF ASSETS; ASSET VALUE			11
2.1 Agreement to Exchange and Transfer			11
2.2 Excluded Assets			12
2.3 Purchase Price			13
2.4 Closing Payment; Escrow Amount			13
2.5 Certain Closing Adjustments			13
2.6 Assumed Obligations			15
2.7 Assignments of Assumed Contracts			16
2.8 Certain Debt, Payables and Expenses			16
2.9 Escrow Agreement			16
SECTION 3 REPRESENTATIONS AND WARRANTIES OF SELLERS			16
3.1 Organization and Good Standing			17
3.2 Enforceability; Authority; No Conflict			18
3.3 Capitalization			19
3.4 Financial Statements			19
3.5 Books And Records			20
3.6 Condition of Tangible Personal Property			20
3.7 Owned Real Property			20
3.8 Leased Real Property			20
3.9 Title to Real and Tangible Personal Property; Encumbrances			21
3.10 Condition of Facilities			22
3.11 Commission Authorizations			22
3.12 Insolvency			23
3.13 Intellectual Property Assets			23
3.14 Taxes			24
3.15 Employee Benefits			24
3.16 Labor and Employment Matters			25
3.17 Compliance With Legal Requirements; Governmental Authorizations			26
3.18 Legal Proceedings; Orders			26
3.19 Absence of Certain Changes and Events			27
3.20 Material Contracts			28
3.21 Insurance			29
3.22 Environmental Matters			30
3.23 Relationships With Related Persons			31
3.24 Brokers or Finders			31
SECTION 4 REPRESENTATIONS AND WARRANTIES OF BUYER			31
4.1 Organization, Standing and Authority			31
4.2 Authorization and Binding Obligation			31
4.3 Absence of Conflicting Agreements and Required Consents			32

4.4 Brokers			32
4.5 Qualifications of Buyer			32
4.6 Certain Proceedings			32
SECTION 5 OPERATION OF THE STATIONS PRIOR TO CLOSING			33
5.1 Contracts			33
5.2 Compensation and Benefits			33
5.3 Encumbrances			34
5.4 Dispositions			34
5.5 Access to Information			34
5.6 Insurance			34
5.7 Governmental Authorizations			34
5.8 Obligations			35
5.9 No Inconsistent Action			35
5.10 Maintenance of Assets			35
5.11 Consents			35
5.12 Books and Records			35
5.13 Cooperation, Notification			35
5.14 Financial Information			36
5.15 Compliance with Laws			37
5.16 Preservation of Business			37
5.17 Litigation			37
5.18 Accounting			37
5.19 Capital Expenditures			37
5.20 Station Formats			38
5.21 Promotions			38
SECTION 6 SPECIAL COVENANTS AND AGREEMENTS			38
6.1 FCC Consent			38
6.2 HSR Act			39
6.3 Risk of Loss			39
6.4 Confidentiality			39
6.5 Cooperation			39
6.6 Control of the Stations			40
6.7 Allocation of Purchase Price			40
6.8 Access to Books and Records			40
6.9 Employee and Employee Benefits			40
6.10 Public Announcements			42
6.11 Bulk Sales Law			42
6.12 Title Insurance			42
6.13 Tax Matters			42
6.14 Employee Withholding and Reporting Matters			43
6.15 No Shop			44
6.16 Disclosure Schedules			44
SECTION 7 CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER			44
7.1 Conditions to Obligations of Buyer			44

7.2 Conditions to Obligations of Sellers			46
SECTION 8 CLOSING AND CLOSING DELIVERIES			46
8.1 Closing			46
8.2 Deliveries by Sellers			47
8.3 Deliveries by Buyer			48
SECTION 9 TERMINATION			49
9.1 Termination by Mutual Consent			49
9.2 Termination by Either Party			49
9.3 Termination by Sellers			50
9.4 Termination by Buyer			50
9.5 Automatic Termination			50
9.6 Rights on Termination			50
9.7 Survival			51
SECTION 10 SURVIVAL; INDEMNIFICATION; CERTAIN REMEDIES			51
10.1 Survival			51
10.2 Indemnification by Sellers			51
10.3 Indemnification by Buyer			52
10.4 Third Party Claim Indemnification Procedure			53
10.5 Consequential Damages			55
10.6 Payments			55
10.7 Characterization of Indemnification Payments			56
10.8 Remedies			56
SECTION 11 MISCELLANEOUS			56
11.1 Fees and Expenses			56
11.2 Notices			56
11.3 Benefit and Binding Effect			57
11.4 Further Assurances			57
11.5 Governing Law; Jurisdiction; Service of Process			58
11.6 Waiver of Jury Trial			58
11.7 Entire Agreement			58
11.8 Waiver of Compliance; Consents			58
11.9 Severability			59
11.10 Drafting			59
11.11 Headings			59
11.12 Counterparts			59
11.13 Use of Terms			59
11.14 Schedules			59

LIST OF EXHIBITS

Exhibit 2.6		Form of Assignment and Assumption Agreement

Exhibit 2.9		Form of Escrow Agreement

LIST OF SCHEDULES

Schedule 1.1(a)		Knowledge of Sellers
Schedule 2.2(i)		Excluded Assets
Schedule 2.5(a)		Sample Net Working Capital Calculation
Schedule 3.1(a)(ii)		Foreign Qualifications of Susquehanna
Schedule 3.1(b)(i)		Other Entities Owned Directly of Indirectly by Operating Sellers
Schedule 3.1(c)		Operations of Stations by Others Than Operating Sellers
Schedule 3.2(b)		Exceptions to Enforceability
Schedule 3.3		Operating Sellers’ Capitalization
Schedule 3.6		Tangible Personal Property
Schedule 3.7		Owned Real Property
Schedule 3.8		Real Property Leases
Schedule 3.9(a)		Real Estate Encumbrances
Schedule 3.9(b)		Non-Real Estate Encumbrances
Schedule 3.9(c)		Material Properties not Owned or Leased by Operating Sellers
Schedule 3.10		Encroachments
Schedule 3.11(a)		Commission Authorizations
Schedule 3.11(b)		Exception or Qualifications to Commission Authorizations for Stations
Schedule 3.13		Intellectual Property Assets
Schedule 3.14		Taxes
Schedule 3.15(a)		Employee Plans
Schedule 3.15(b)		Litigation with Respect to any Employee Plan
Schedule 3.16		Labor and Employment Matters
Schedule 3.17(a)		Compliance with Legal Requirements, Governmental Authorizations
Schedule 3.17(b)		Material Governmental Authorizations Other than Commission Authorizations
Schedule 3.18		Legal Proceedings, Orders
Schedule 3.19		Absence of Certain Changes and Events
Schedule 3.19(d)		2005 Capital Expenditure Plan
Schedule 3.20(a)		Material Contracts
Schedule 3.20(b)		Defaults in Material Contracts
Schedule 3.21		Material Insurance Policies
Schedule 3.22		Environmental Matters
Schedule 3.23		Relationships with Related Parties
Schedule 4.4		Buyer’s Broker
Schedule 4.5		Buyer’s Communications Act Qualifications
Schedule 5.1(c)		Additional Material Contracts
Schedule 5.19(a)		2006 Capital Expenditure Plan
Schedule 5.19(b)		Local Marketing Agreements
Schedule 6.7		Purchase Price Allocation Schedule
Schedule 6.9(c)		Severance Plans
Schedule 7.1(g)		Sellers’ Consents
Schedule 7.1(i)		Exceptions to Material Adverse Effect
Schedule 8.2(f)		Opinions of Sellers’ Counsel
Schedule 8.3(g)		Opinion of Buyer’s Counsel

ASSET PURCHASE AGREEMENT

      THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”) is entered into on October 31, 2005 by and among CMP KC Corp. , a Delaware corporation (“ Buyer ”), 1051FM, LLC, a Kansas limited liability company (“ 1051FM”) Susquehanna Kansas City Partnership , a Pennsylvania partnership (“ Susquehanna ”), and Susquehanna Radio Corp. , a Pennsylvania Corporation (“ Radio ”) (each a “ Seller ” and collectively, “ Sellers ”; and 1051FM together with Susquehanna collectively the “ Operating Sellers ”).

     WHEREAS, Sellers operate radio broadcast stations KCMO-AM and KCMO-FM, Kansas City, Missouri, KCJK-FM, Garden City, Missouri and KCFX-FM, Harrisonville, Missouri (KCMO-AM, KCMO-FM, KCJK-FM and KCFX-FM, collectively, the “ Stations ”);

     WHEREAS, Susquehanna is the licensee of KCFX-FM, KCMO-AM, and KCMO-FM, pursuant to certain authorizations issued to it by the FCC;

     WHEREAS, 1051FM is the licensee of KCJK-FM, pursuant to certain authorizations issued to it by the FCC;

     WHEREAS, Susquehanna is a wholly-owned subsidiary of Radio, and 1051FM is a wholly-owned subsidiary of Susquehanna; and

     WHEREAS, the parties hereto desire to enter into this Agreement to provide for the sale, assignment and transfer by Sellers to Buyer of substantially all of the assets owned, leased or used by Sellers, in connection with the Business.

     In consideration of the above recitals and of the mutual agreements and covenants contained in this Agreement, the parties to this Agreement, intending to be bound legally, agree as follows:

SECTION 1

      1.1 Terms Defined in this Section.

     The following terms, as used in this Agreement, have the meanings set forth in this Section:

     “ 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 Buyer’s Accountants or Seller’s

Accountants) appointed by Buyer’s Accountants and Seller’s Accountants jointly and reasonably acceptable to Buyer and Sellers.

     “ Accounts Receivable ” means the rights of Sellers with respect to accounts receivable of the Stations, as of the Closing Date, to payment in cash for the sale of advertising time and for the provision of other goods and services by the Stations.

     “ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For purposes of this definition, (i) a Person shall be deemed to control another Person if such Person (A) has sufficient power to enable such Person to elect a majority of the board of directors or other governing body of such Person, or (B) owns a majority of the beneficial interests in income and capital of such Person; and (ii) a Person shall be deemed to control any partnership of which such Person is a general partner.

     “ Applicable Employees ” means all of the following:

     (a) All persons who are active Employees on the Closing Date, including Employees on vacation, Employees on a regularly scheduled day off from work and Employees on temporary leave for purposes of jury or annual two-week national service/military duty;

     (b) Employees who on the Closing Date are on nonmedical leave of absence; provided, however, that no such Employee shall be guaranteed reinstatement to active service if his return to employment is contrary to the terms of his leave, unless otherwise required by applicable Legal Requirements (for purposes of the foregoing, nonmedical leave of absence shall include maternity or paternity leave, leave under the Family and Medical Leave Act of 1993, educational leave, military leave with veteran’s reemployment rights under federal law, and personal leave, unless any of the foregoing is determined to be a medical leave); and

     (c) Employees who on the Closing Date are on disability or medical leave and for whom it has been 180 calendar days or less since their last day of active employment; provided, however, that no such Employee shall be guaranteed reinstatement to active service if he is incapable of working in accordance with the policies, practices and procedures of Buyer.

     “ Assumed Contracts ” means (a) all Contracts set forth on Schedule 3.20 , (b) Contracts entered into prior to the date of this Agreement with advertisers for the sale of advertising time or production services for cash at rates consistent with past practices, (c) Contracts entered into by any Operating Seller prior to the date of this Agreement which are not required to be included on Schedule 3.20 hereto, (d) any Contracts entered into by any Operating Seller between the date of this Agreement and the Closing Date that Buyer agrees in writing to assume, and (e) other contracts entered into by any Operating Seller between the date of this Agreement and the Closing Date in compliance with Section 5.1.

     “ Business ” means the business and operations of the Stations.

     “ 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 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.

     “ Closing ” means the consummation of the sale and acquisition of the Assets pursuant to this Agreement on the Closing Date in accordance with the provisions of Section 8.1.

     “ Closing Date ” means the date on which the Closing occurs, as determined pursuant to Section 8.1.

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

     “ Commission Authorizations ” means all licenses, permits, approvals, construction permits, and authorizations issued or granted by the FCC to any of the Operating Sellers, for the operation of, or used directly or indirectly in connection with the operation of the Stations (and any and all auxiliary and/or supportive transmitting and/or receiving facilities, boosters, and repeaters associated with the Stations), including, without limitation, all of those listed in Schedule 3.11(a) hereto, together with any and all renewals, extensions, or modifications thereof and additions thereto between the date of this Agreement and the Closing Date.

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

     “ Consents ” means the consents, permits, or approvals of government authorities and other third parties necessary to transfer the Assets to Buyer or otherwise to consummate the transactions contemplated by this Agreement.

     “ Contracts ” means all contracts, agreements, orders, commitments, arrangements and understandings, written or oral, to which either Operating Seller in connection with the Business 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 leases for Tangible Personal Property.

     “ 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.

     “ Employees ” means all employees of the Sellers who are currently employed primarily in the conduct of the Business. “Employees” does not include any individual performing services in connection with the Business who Sellers have 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.

     “ 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.

     “ Environmental Complaint ” means any claim, lawsuit, complaint, administrative or judicial order, citation or other written communication, whether from a governmental authority, citizens group, employee or other person with regard to Environmental Liabilities or any environmental, health, or safety matter affecting or relating to any of the Real Property or the operation of the Stations.

     “ Environmental Liabilities ” means any loss, liability, Environmental Complaint, damage, injury, fine, penalty, cost or expense (including attorneys’ fees) arising from or in connection with (i) the use, management, treatment, handling, disposal, transport, storage, spill, escape, leakage, emission, release, discharge or presence of any Hazardous Substance on, at, from or under any of the Real Property on or prior to the Closing Date; (ii) the failure to obtain any license or permit required in connection with any such Hazardous Substance on or prior to the Closing Date; (iii) any noncompliance with any Environmental Laws, and/or any Environmental Complaint on or prior to the Closing Date; or (iv) the remediation, cleanup or investigation of any release, spill, discharge or disposal of Hazardous Substance at or from the Real Property relating to conditions or circumstances existing on or prior to the Closing.

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

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

     “ Excluded Tangible Personal Property ” means those assets listed Schedule 2.2(i) .

     “ Existing Stockholders ” means the Persons having beneficial or record ownership of the capital stock of Susquehanna Pfaltzgraff Co., a Delaware corporation, immediately prior to the Closing.

     “ FAA ” means the Federal Aviation Administration.

     “ FCC ” means the Federal Communications Commission.

      “FCC Consents ” means action by the FCC granting the Assignment Applications and providing its consent to the assignment of the Commission Authorizations by Sellers to Buyer as contemplated by this Agreement.

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

     “ Final Order ” means an FCC Consent with respect to which no action, request for stay, petition for rehearing or reconsideration, appeal, request for stay 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.

     “ Financial Statements ” means collectively the financial statements described in Section 3.4 and 5.13 hereof.

     “ 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.

     “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Acts of 1976, as amended, and all Legal Requirements promulgated pursuant thereto or in connection therewith.

     “ Hazardous Materials ” 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.

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

     “ 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.

     “ Knowledge ” means (i) with respect to Sellers, the collective actual knowledge the following officers of Radio: the President, the Senior Vice President/Controller, the Vice President/Administration and the Vice President/Director of Engineering, and the other persons identified on Schedule 1.1(a) ; and (ii) with respect to Buyer, the collective actual knowledge of Buyer’s executive officers.

     “ Land ” means all parcels and tracts of real property in which the Operating Sellers have a Real Property Interest.

     “ Leased Real Property ” means all real property and all buildings and other improvements thereon and appurtenant thereto leased or held by any Seller and used in the Business.

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

     “ 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).

     “ 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 Sellers’ ability to effect the Closing or to perform their respective 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 contemplated by this Agreement or the identity of Buyer or the public announcement of any other transaction by Buyer, (C) 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, (D) due to, resulting from or otherwise attributable to any violation of the terms of this Agreement by Buyer; or (E) any change, event, circumstance or occurrence described and referred to in Schedule 7.1(i) ; or (ii) change in a Legal Requirement or accounting standards or interpretations thereof that is of general application.

     “ Merger Agreement ” means the Agreement and Plan of Merger dated as of the date hereof by and among CMP Susquehanna Corp., CMP Merger Co., Susquehanna Pfaltzgraff Co. and the Stockholders’ Representative.

     “ Net Working Capital ” means all current assets of the Operating Sellers on a consolidated basis, minus all current liabilities of the Operating Sellers on a consolidated basis, determined in accordance with GAAP on a basis consistent with the preparation of the Balance Sheets, excluding cash, Tax assets and liabilities, any Excluded Liabilities, and any intercompany liabilities between Operating Sellers and any Affiliate or among the Operating Sellers. Current liabilities shall include (i) all amounts paid for the sale of airtime to be aired after the Closing Date and (ii) the value of any trade or barter received for airtime to be aired after the Closing Date.

     “ Net Working Capital Target Amount ” means Three Million One Hundred Forty Seven Thousand Two Hundred One Dollars ($3,147,201).

     “ 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.

     “ Owned Real Property ” means that certain parcel of real property and all buildings and other improvements thereon and appurtenant thereto owned by Sellers and used in the Business.

     “ Permitted Encumbrances ” means (i) the Real Estate Encumbrances, and (ii) the Non-Real Estate Encumbrances.

     “ Person ” means an individual, corporation, association, partnership, joint venture, trust, estate, limited liability company, limited liability partnership, or other entity or organization.

     “ 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 the Operating Sellers 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 the Operating Sellers, whether for internal use or for sale or license to others, and any software, computer program, or software product licensed by Sellers, and all proprietary rights of the Operating Sellers or the Stations, whether or not patented or copyrighted, associated therewith.

     “ Real Property ” means collectively the Owned Real Property and Leased Real Property.

     “ Real Property Interests ” means all interests in Owned Real Property and Leased Real Property, including fee estates, leaseholds and subleaseholds, purchase options, easements, licenses, rights to access, and rights of way, and all buildings and other improvements thereon and appurtenant thereto, owned or held by any Operating Seller or otherwise used in the Business, together with any additions, substitutions and replacements thereof and thereto between the date of this Agreement and the Closing Date.

     “ 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.

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

     “ Securities Act ” means the Securities Act of 1933.

     “ 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 an Operating Seller or used in the Business (wherever located and whether or not carried on the books of an Operating Seller), together with (i) all replacements thereof, additions and alterations thereto, and substitutions therefor, made between the date hereof and the Closing Date (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 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 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 authority 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.

     “ Transferred Employees ” means those Applicable Employees who accept offers of employment with Buyer.

     “ WARN ” means the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state law.

1.2 Terms Defined Elsewhere in this Agreement.

     For purposes of this Agreement, the following terms have the meanings set forth in the sections indicated:

Term		Section
1051FM		Preamble
Accounting Expert		Section 2.5(e)
Agreement		Preamble
Assets		Section 2.1
Assignment and Assumption Agreement		Section 2.6
Assignment Applications		Section 6.1(b)
Assumed Liabilities		Section 2.6
Background Check		Section 6.9(a)
Balance Sheets		Section 3.4(a)
Base Purchase Price		Section 2.3
Buyer		Preamble
Buyer Documents		Section 4.1
Buyer Indemnified Parties		Section 10.2(a)
Buyer Plan		Section 6.9(c)
Claim Notice		Section 10.4(a)
Closing Date Financial Statements		Section 2.5(b)
Closing Payment		Section 2.4(a)
COBRA		Section 6.9(e)
Escrow Agreement		Section 2.9
Escrow Amount		Section 2.4(b)
ERISA Affiliate		Section 3.15(a)
Employee Plans		Section 3.15(a)
Escrow Account		Section 2.9
Escrow Agent		Section 2.9
Escrow Agreement		Section 2.9
Excluded Assets		Section 2.2
Excluded Liabilities		Section 2.6
Final Net Working Capital		Section 2.5(b)
Final Net Working Capital Adjustment Amount		Section 2.5(b)
Financing		Section 5.13
FMLA		Section 3.15(d)
HSR Filing		Section 6.2
Indemnified Parties		Section 10.3
Indemnifying Party		Section 10.4(a)
Intellectual Property Assets		Section 3.13
Interim Balance Sheets		Section 3.4(a)
MAC Notice		Section 9.3
Material Contract		Section 3.20(a)
Material Insurance Policies		Section 3.21
Non-Real Estate Encumbrances		Section 3.9(b)
Notice Period		Section 10.4(a)
Noticed MAC		Section 9.3
Operating Sellers		Preamble
Pending Applications		Section 3.11(a)

Term		Section
Preliminary Net Working Capital		Section 2.5(a)
Preliminary Net Working Capital Adjustment Amount		Section 2.5(a)
Purchase Price		Section 2.3
Purchase Price Allocation Schedule		Section 6.7
Real Estate Encumbrances		Section 3.9(a)
Real Property Leases		Section 3.8(a)
Review Period		Section 2.5(c)
Seller Indemnified Parties		Section 10.3
Sellers		Preamble
Seller Documents		Section 3.2(a)
Statement of Objections		Section 2.5(d)
Stations		Recitals
Susquehanna		Preamble
Third-Party Claim		Section 10.4(a)

SECTION 2

      2.1 Agreement to Exchange and Transfer.

     Subject to the terms and conditions set forth in this Agreement with respect to the Stations, the Operating Sellers hereby covenant and agree to sell, transfer, convey, assign and deliver to Buyer on the Closing Date, and Buyer covenants and agrees to acquire all of the Operating Sellers’ right, title and interest in and to all business, properties, assets, machinery, equipment, furniture, fixtures, franchises, goodwill and rights of the Operating Sellers, of every nature, kind and description, tangible and intangible, wheresoever located and whether or not carried on or reflected on the books and records of the Operating Sellers, to the extent used, held for use, or necessary in connection with the conduct of the Business, together with any additions thereto between the date of this Agreement and the Closing Date, but excluding Excluded Assets, free and clear of any Encumbrances (except for Permitted Encumbrances), including the following (collectively, the “ Assets ”):

     (a) The Tangible Personal Property;

     (b) The Real Property Interests;

     (c) The Governmental Authorizations and Pending Applications;

     (d) The Assumed Contracts;

     (e) The Intangibles;

     (f) The Accounts Receivable;

     (g) The Programs;

     (h) The FCC Logs;

     (i) All of Sellers’ proprietary information, technical information and data, machinery and equipment warranties, maps, computer discs and tapes, plans, diagrams, blueprints and schematics, including filings with the FCC, in each case to the extent relating to the Business;

     (j) All choses in action of any Seller relating to the Stations to the extent they relate to the period on or after the Closing Date;

     (k) All Business Records, including executed copies of the Assumed Contracts, and all records required by the FCC to be kept by the Stations;

     (l) All goodwill in and going concern value of the Stations; and

     (m) All of the Operating Sellers’ advance payments, prepaid expenses, deposits, claims for refunds, credits, rebates and rights to offset (other than refunds, credits, rebates and rights to offset related to Taxes and described in Section 2.2(f)).

      2.2 Excluded Assets.

     The Assets shall exclude the following (collectively, the “ Excluded Assets ”):

     (a) All of each of the Operating Sellers’ cash, cash equivalents and deposits, all interest payable in connection with any such items and rights in and to bank accounts, marketable and other securities and similar investments of the Operating Sellers;

     (b) Any insurance policies, promissory notes, amounts due to any Operating Seller from employees, bonds, letters of credit, certificates of deposit, or other similar items, and any cash surrender value in regard thereto; provided , that in the event the Operating Sellers are obligated to assign to Buyer the proceeds of any such insurance policy or to cause the assignment of such proceeds at the time a Closing occurs under Section 6.3, such proceeds shall be included in the Assets;

     (c) Any Employee Plan;

     (d) All Tangible Personal Property disposed of or consumed in the Ordinary Course of Business as permitted by this Agreement;

     (e) All Tax Returns and supporting materials (including Tax software), all original financial statements and supporting materials, all books and records that the Operating Sellers are required by law to retain (provided that copies of the same are provided to Buyer), all of the Operating Sellers’ organizational documents, corporate books and records (including minute books and stock ledgers) and originals of account books of original entry, all records of the Operating Sellers relating to the sale of the Assets and all records and documents related to any assets excluded pursuant to this Section 2.2;

     (f) Any interest in and to any claims for refunds, credits, rebates and abatements of federal, state, or local franchise, income, or other Taxes for periods (or portions thereof) ending on or prior to the Closing Date and any net operating losses of Sellers;

     (g) Any Contracts which are not Assumed Contracts;

     (h) All rights of Sellers under or pursuant to this Agreement (or any other agreements contemplated hereby);

     (i) The assets listed on Schedule 2.2(i) hereto; and

     (j) All shares of capital stock, partnership interests, interests in limited liability companies or other equity interest, including, but not limited to, any options, warrants or voting trusts relating thereto which are owned by the Sellers and not expressly specified in Section 2.1.

      2.3 Purchase Price.

     Subject to and upon the terms and conditions of this Agreement, in reliance on the representations, warranties, covenants, and agreements of Sellers contained herein, and in full payment for the sale, conveyance, assignment, transfer and delivery of the Purchased Assets as described herein by Sellers, Buyer shall pay to Sellers an amount equal to (i) the sum of Sixty Million Dollars ($60,000,000) (the “ Base Purchase Price ”), (ii) plus or minus the Preliminary Net Working Capital Adjustment Amount, (iii) plus or minus the Final Net Working Capital Adjustment Amount (the “ Purchase Price ”), payable as provided in Section 2.4 below.

      2.4 Closing Payment; Escrow Amount.

     (a) At Closing, Buyer shall deliver to Sellers the Base Purchase Price, (ii) plus or minus the Preliminary Net Working Capital Adjustment Amount, (iii) minus the Escrow Amount (the “ Closing Payment ”).

     (b) On the Closing Date, Buyer shall deposit with the Escrow Agent, pursuant to the terms and conditions of the Escrow Agreement, One Million Eight Hundred Thousand Dollars ($1,800,000) (the “Escrow Amount” ).

      2.5 Certain Closing Adjustments.

     (a)  Preliminary Net Working Capital Adjustment . No later than twenty (20) calendar days before the Closing Date, Sellers shall prepare and deliver to Buyer an unaudited balance sheet, prepared in good faith in accordance with GAAP on a basis consistent with preparation of the Balance Sheets, 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 Closing Date, along with the computation by Sellers 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 2.5(a) . Absent an objection of Buyer, delivered no later than five (5) calendar days prior to the Closing, as to such estimated balance sheet and Sellers’ computation of the Preliminary Net Working Capital, such estimate by Sellers of Preliminary Net Working Capital shall be used solely to effectuate the Closing and for calculation of the Closing Payment. Any objection by Buyer shall be made in good faith and be based on reasonable assumptions on specific facts and circumstances. Should Buyer issue such an objection, it shall provide in writing its proposed adjustment to the estimated balance sheet prepared by Sellers and computation of the

Preliminary Net Working Capital and such Buyer-adjusted amount shall be considered the Preliminary Net Working Capital solely to effectuate the Closing and for calculation of the Closing 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 Payment calculated in Section 2.4(a), and if the Preliminary Net Working Capital Adjustment Amount is a negative number, it shall be subtracted from such items.

     (b)  Preparation of Closing Date Financial Statements . As soon as practicable, but in no event later than seventy-seven (77) calendar days after the Closing Date, Buyer shall cause Buyer’s Accountants to perform a review of the consolidated financial statements of Sellers as of the Closing Date, including a computation as of the Closing Date of Net Working Capital (the “ Final Net Working Capital ”) (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, shall be prepared in accordance with GAAP, on a basis consistent with the preparation of the Balance Sheets. 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 ”), subject to final determination of such amounts pursuant to this Section 2.5.

     (c)  Examination by Sellers . Upon receipt of the Closing Date Financial Statements, the Sellers and the Sellers’ 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 the Business; (ii) the work papers prepared by Buyer’s Accountants to the extent that they relate to the Business; and (iii) such historical financial information (to the extent in Buyer’s possession) relating to the Operating Sellers as the Sellers may reasonably request for the purpose of reviewing the Closing Date Financial Statements.

     (d)  Objection by the Sellers . On or prior to the last day of the Review Period, the Sellers may object to the Closing Date Financial Statements by delivering to Buyer a written statement setting forth a reasonably specific description of the Sellers’ objections to the Closing Date Financial Statements and any of the computations accompanying same (the “ Statement of Objections ”). If the Sellers fail to deliver the Statement of Objections within the Review Period, the Closing Date Financial Statements shall be deemed to have been accepted by the Sellers and the Final Net Working Capital, reflected in the Closing Date Financial Statements shall be used in computing the Final Net Working Capital Adjustment Amount. If the Sellers deliver the Statement of Objections within the Review Period, the Sellers and Buyer shall negotiate in good faith to resolve such objections, and, if the same are so resolved, the Closing Date Financial Statements and the Final Net Working Capital reflected in the Closing Date Financial Statements with such changes as may have been previously agreed in writing by the Sellers and Buyers, shall be final and binding.

     (e)  Resolution of Disputes . If the Sellers and Buyer 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 an expert and not as an arbitrator, resolve the disputes set forth in the Statement of Objections and make any adjustments to the Closing Date Financial Statements and the Final Net Working Capital reflected in the Closing Date Financial Statements. The parties hereto agree that all adjustments shall be made without regard to materiality. The Seller and Buyer 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. 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 and the Final Net Working Capital 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 Sellers and Buyer.

     (f)  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 included therein), the Buyer or Sellers, as applicable, shall pay, or cause to be paid, the Final Net Working Capital Adjustment Amount.

      2.6 Assumed Obligations.

     Buyer hereby covenants and agrees, at the Closing, to execute and deliver to Sellers an Assignment and Assumption Agreement (the “ Assignment and Assumption Agreement ”), substantially in the form of Exhibit 2.6 hereto pursuant to which each of the Operating Sellers shall assign to Buyer its rights in the Assumed Contracts, and Buyer shall assume (a) all obligations arising under such Assumed Contracts after the Closing Date, but not as a result of any previous breach, or default thereof or performance thereunder, and (b) all current liabilities to the extent reflected in the calculation of the Final Net Working Capital (but only to the extent of the specific amounts reflected therein)(the “ Assumed Liabilities ”). Except as expressly provided in the Assignment and Assumption Agreement, Buyer shall not and does not assume any liability or obligation of any nature, known or unknown, fixed or contingent, legal, statutory, contractual or otherwise, disclosed or undisclosed, of Sellers or otherwise relating to or arising from the Assets or the Stations, or the ownership or operation thereof on or prior to the Closing Date (collectively the “ Excluded Liabilities ”), all of which shall be retained and discharged by Sellers. Excluded Liabilities include, without limitation, (i) all Environmental Liabilities; (ii) any and all liabilities for violations of Contracts, or Legal Requirements by Sellers which exist at or as of the Closing Date or which arise after the Closing Date but which are based upon or arise from any act, transaction, circumstance, sale or providing of air time, goods or services, state of facts or other condition which occurred or existed, or the content of any program, advertisement or transmission broadcast or aired, on or before the Closing Date, whether or not then known; (iii) any Debt, trade payable or accounts payable of Sellers to the extent not included in Assumed Liabilities; (iv) any obligations or liabilities of Sellers to any of their employees or to any other Person under any collective bargaining agreement, employment contract or Employee Plans, or for wages, salaries, other compensation or employee benefits, or with respect to compliance with applicable legal requirements relating to minimum wages, overtime rates, labor or employment; (v) any litigation arising from or relating to facts or circumstances existing as of the Closing Date or any conduct of Sellers; (vi) any liabilities in

respect of or arising out of any and all Taxes of Sellers; (vii) any liabilities arising in connection with Excluded Assets; and (viii) any other liabilities of Sellers of any nature.

      2.7 Assignments of Assumed Contracts.

     Buyer and Sellers acknowledge that certain of the Assumed Contracts to be included in the Assets, and the rights and benefits thereunder necessary or appropriate or relating to the conduct of the business and activities of the Operating Sellers and/or any of the Stations, may not, by their terms, be assignable. Anything in this Agreement or in the Assignment and Assumption Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any such Assumed Contract, and Buyer shall not be deemed to have assumed the same or to be required to perform any obligations thereunder, if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the rights under any such Assumed Contract of Buyer or the Operating Sellers thereunder. In such event, Sellers will cooperate with Buyer to provide for Buyer all benefits to which either of the Operating Sellers is entitled under such Assumed Contracts, and Buyer agrees to perform all obligations accruing or arising after the Closing thereunder, but not as a result of any previous breach, or default thereof or performance thereunder (including subleasing or subcontracting, if permitted). Any transfer or assignment to Buyer by the Operating Sellers of any such Assumed Contract or any right or benefit arising thereunder or resulting therefrom which shall require the consent or approval of any third party shall be made subject to such consent or approval being obtained. Each of Sellers will use its commercially reasonable efforts prior to, and if requested by Buyer after, the Closing Date to obtain all necessary consents to the transfer and assignment of Assumed Contracts.

      2.8 Certain Debt, Payables and Expenses.

     Prior to or contemporaneously with the Closing, Sellers shall pay and discharge all liabilities and obligations of Sellers secured by a security interest in any of the Assets or owed to any vendors and other persons and entities with which Buyer reasonably expects to maintain business relations at any time after such Closing.

      2.9 Escrow Agreement.

     At Closing Sellers, Buyer and an escrow agent to be mutually selected by Sellers and Buyer (the “ Escrow Agent ” shall execute an Escrow Agreement (the “ Escrow Agreement ”) substantially in the form attached hereto as Exhibit 2.9 , pursuant to which Buyer shall place into an escrow account (the “ Escrow Account ”) on the Closing the Escrow Amount, which shall be held and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement.

SECTION 3

     Each of Sellers, jointly and severally, represents and warrants to Buyer as follows:

      3.1 Organization and Good Standing .

     (a) 1051FM is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Kansas. 1051FM has all requisite limited liability company power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties. 1051FM is not qualified to do business as a foreign limited liability company in any jurisdiction as the character of its assets owned or held under lease or the nature of its activities does not make 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. 1051FM has made available to Buyer true, correct and complete copies of 1051FM’s Governing Documents (in each case, as amended to the date hereof). Susquehanna is a partnership duly formed, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. Susquehanna has all requisite partnership power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties. Susquehanna is duly qualified to do business as a foreign partnership 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)(ii) hereto. Susquehanna has made available to Buyer true, correct and complete copies of Susquehanna’s Governing Documents (in each case, as amended to the date hereof). Radio is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. Radio 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. Radio 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. Radio has made available to Buyer true, correct and complete copies of Radio’s Governing Documents (in each case, as amended to the date hereof).

     (b)  Schedule 3.1(b)(i) 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 either of the Operating Sellers as of the date of this Agreement.

     (c) Except as listed in Schedule 3.1(b)(i) , neither of the Operating Sellers has 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(c) , the operations of the Stations and the Business have not been conducted through any direct or indirect subsidiary, or Affiliate of or Related Person to the Operating Sellers, and none of the Assets or Businesses is owned, held, used or conducted by any Person other than the Operating Sellers.

      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 Sellers in connection with this Agreement (collectively, the “ Seller Documents ”) will constitute, the legal, valid and binding obligation of each of Sellers, enforceable against each of them in accordance with its terms (assuming this Agreement is a legal, valid and binding obligation of, and enforceable against, Buyer), subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity relating to enforceability. Each of Sellers 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 Seller 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 limited liability company, partnership or corporate action, as applicable. All limited liability, partnership or corporate proceedings, as applicable, and any action required to be taken by Sellers relating to the execution, delivery and performance of this Agreement and the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly taken or will have been duly taken prior to Closing.

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

     (i) 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 any of the Sellers, or (B) any resolution adopted by the managers or members of 1051FM, the partners of Susquehanna, or the directors or shareholders of Radio;

     (ii) 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 transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Sellers may be subject;

     (iii) 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 any of the Sellers;

     (iv) 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 affect any Intangible that is material to the Business or the operation of any of the Stations; or

     (v) 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 Seller Documents by Sellers does not, and the consummation by Sellers of the transactions contemplated by this Agreement will not, require any consent of any Governmental Body or self-regulatory organization, except for:

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

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

     (iii) as otherwise set forth in Schedule 3.17(a) .

      3.3 Capitalization.

     As of the date hereof, the authorized, issued and outstanding equity interests of each of the Operating Sellers is as set forth on Schedule 3.3 .

      3.4 Financial Statements.

     (a) Sellers have delivered to Buyer: (i) an unaudited consolidating balance sheet of each Operating Seller as of December 31, 2004 (the “ Balance Sheets ”), and the related unaudited consolidating statement of operations for the fiscal year then ended; (ii) unaudited consolidating balance sheets of each Operating Seller as of December 31 in each of the fiscal years 2002 and 2003, and the related unaudited consolidating statement of operations for each of the fiscal years then ended; and (iii) an unaudited condensed consolidating balance sheet of each Operating Seller as of June 30, 2005, (the “ Interim Balance Sheets ”) and the related unaudited condensed consolidating statement of operations for the six months then ended, certified by the Operating Sellers’ controller.

     (b) The Financial Statements delivered pursuant to paragraph (a) above fairly present (and the Financial Statements delivered pursuant to Section 5.13 will fairly present) the financial condition and the results of operations of the Operating Sellers and the Business as at the respective dates of and for the periods referred to in such Financial Statements all in accordance with GAAP (subject to the absence of footnotes and normal year end audit adjustments, none of which individually or in the aggregate are material). The Financial Statements referred to in this Section 3.4 and delivered pursuant to Section 5.13 reflect and will reflect the consistent application of GAAP throughout the periods involved, except as disclosed therein or herein. The Financial Statements have been and will be prepared from and are in accordance with the books and records of Operating Sellers. 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 Sellers, the revenue pacing reports for the Stations heretofore or hereafter delivered to Buyer are and shall be true and accurate in all material respects. All accounts receivable of the Operating Sellers arising

prior to the date hereof have arisen, and all accounts receivable of the Operating Sellers 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.

     (c) Except as and to the extent reflected in the Financial Statements, neither of the Operating Sellers 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.

      3.5 Books And Records.

     The financial books and records of the Operating Sellers, all of which have been, or will be prior to Closing, made available to Buyer, are complete and correct and represent actual, bona fide transactions. The FCC Logs of the Stations are complete and correct in all material respects.

      3.6 Condition of Tangible Personal Property.

     The Tangible Personal Property, in the aggregate, is in good operating condition, ordinary wear and tear excepted, and is sufficient to continue to operate the Business after Closing in the Ordinary Course of Business as currently operated by Sellers. No item of Tangible Personal Property is in need of repair or replacement other than as part of routine maintenance in the Ordinary Course of Business. Except as disclosed in Schedule 3.6 , all Tangible Personal Property is in the possession of the Operating Sellers. All material items of transmitting and studio equipment included in the Tangible Personal Property (a) have been maintained in a manner consistent with generally accepted standards of good engineering practice customary to the radio industry, and (b) will permit the Business to operate in accordance with the terms of the Commission Authorizations, the Communications Act and the policies, rules and regulations of the FCC and FAA and in all material respects with all other applicable Legal Requirements.

      3.7 Owned Real Property.

      Schedule 3.7 sets forth a correct legal description, street address and tax parcel identification number of all tracts of Land comprising the Owned Real Property and, to the extent applicable, the particular Station(s) whose operations (including specifically transmission facilities) are located on such tract of the Owned Real Property. The Operating Sellers do not have an ownership interest in any real property other than the Owned Real Property nor is any real property owned by any Affiliate of or Related Person to the Operating Sellers used in the Business.

      3.8 Leased Real Property.

     (a)  Schedule 3.8 sets forth a correct legal description, except with respect to multi-tenant properties, and street address of all tracts of Real Property comprising the Leased Real Property and an accurate description (with, to the extent applicable, location, name of lessor

or lessee, description of space, and the particular Station(s) whose operations (including specifically transmission facilities) are located on such tract of Leased Real Property) for all leases in respect thereof (“ Real Property Leases ”). Except for the Leased Real Property, Sellers do not have a leasehold interest in, any other real property nor is any other leased real property used in the Business.

     (b) Prior to the date hereof, Sellers have provided to Buyer true and correct copies of all Real Property Leases together with true and correct copies of any written amendments or modifications or other agreements with respect to, or relating to, the Real Property Leases, and written disclosure of any oral agreements with respect to, or relating to, the Real Property Leases.

     (c) The Real Property Leases are all presently in full force and effect and are the entire agreement between the Operating Sellers and the other parties thereunder. Each of the Operating Sellers has fully and completely performed in all material respects all of its duties and obligations under the Real Property Leases arising on or before the date hereof. To the Knowledge of Sellers, there are no material defaults by any of the other parties under any of the Real Property Leases, or any existing conditions that could become defaults with the passage of time.

      3.9 Title to Real and Tangible Personal Property; Encumbrances.

     (a) Each of the Operating Sellers owns good and marketable title to its respective estates in the Real Property, free and clear of any Encumbrances, other than:

     (i) liens for Taxes for the current tax year which are not yet due and payable;

     (ii) any matter of public record, provided that such matter does not have a material adverse effect on such Seller’s operation of the Station or Stations to which such matter pertains;

     (iii) rights-of-way granted pursuant to Governmental Authorizations, provided that such rights-of-way do not have a material adverse effect on such Seller’s operation of the related Station(s); and

     (iv) those described in Schedule 3.9(a) (the “ Real Estate Encumbrances ”).

     True and complete copies of (A) all deeds, existing title insurance policies, surveys, plans, specifications, environmental, engineering, soil and mechanical reports and audits, real property and other ad valorem tax bills, service and other agreements and Governmental Authorizations with respect to the Real Property and Improvements, to the extent available, of or pertaining to the Real Property either have been or will be made available to Buyer upon request or in any event will be prior to the Closing Date and (B) all instruments, agreements and other documents evidencing, creating or constituting any Real Estate Encumbrances have been made available to Buyer.

     (b) Each of the Operating Sellers owns good and transferable title to its respective items of the Tangible Personal Property that are not subject to a Personal Property Lease, free

and clear of any Encumbrances other than those described in Schedule 3.9(b) (the “ Non-Real Estate Encumbrances ”).

     (c) Except as set forth on Schedule 3.9(c) , the Operating Sellers own or lease all material properties and other assets currently used in the conduct of the Business and the Assets comprise all such properties and assets.

     (d) None of the Sellers has received notice or has Knowledge of any pending, threatened or contemplated material condemnation Proceeding affecting the Real Property or the Real Property Leases or any part thereof, or of any sale or other disposition of the Real Property or any part thereof in lieu of condemnation, or any pending, threatened or contemplated material Proceeding against, by or affecting Sellers affecting the Real Property or the Real Property Leases.

      3.10 Condition of Facilities.

     Use of the Land for the various purposes for which it is presently being used is permitted as of right under all applicable zoning Legal Requirements. All Improvements are in material compliance with all applicable Legal Requirements, including those pertaining to zoning, building and the disabled and are in good repair and good condition, ordinary wear and tear excepted. Except as set forth on Schedule 3.10 , no part of any such Improvement encroaches on any real property not included in the Land, and there are no buildings, antenna towers, guy anchors, ground radials or other improvements primarily situated on adjoining property that encroach on any part of the Land. The Land for each Station facility abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting such Land and comprising a part of the Real Property Interests, is supplied with public or quasi-public utilities, if necessary for the operations currently being conducted thereon, and other services necessary for the operation of the Station facilities located thereon.

      3.11 Commission Authorizations.

     (a)  Schedule 3.11(a) sets forth a true and complete list of (i) all Commission Authorizations issued to either of the Operating Sellers by the FCC, and (ii) all applications (collectively, the “ Pending Applications ”) currently pending before the FCC filed by or on behalf of the Operating Sellers.

     (b) Except as set forth on Schedule 3.11(b) , (i) the entities identified in Schedule 3.11(a) as being FCC licensees hold the Commission Authorizations for the respective Stations; (ii) the Commission Authorizations are all of the Commission Authorizations, permits or other authorizations from the FCC necessary for the entity identified as licensee therein to operate the class of station, and to serve the community of license, identified in Schedule 3.11(a) ; (iii) all of the Commission Authorizations are in full force and effect; (iv) each of the Stations is being operated in all material respects in accordance with the applicable Commission Authorizations, the Communications Act and the FCC’s rules, regulations and policies; (v) the Commission Authorizations are not subject to any conditions other than those set forth on the Commission Authorizations themselves or those conditions applicable under the

Communications Act and the FCC’s policies, rules and regulations to radio stations in the same service and of the same class; (vi) to the Knowledge of Sellers, no Station is causing interference in violation of the FCC’s rules, regulations and policies with the transmissions of any other station or communications facility, and none of the Sellers has received any complaints with respect thereto, and, to the Knowledge of Sellers, no station or communications facility is causing interference in violation of the FCC rules, regulations and policies with any transmissions of any Station or the public’s reception of such transmissions; (vii) where required by Legal Requirements, all antenna towers used in connection with any Station have been registered with the FCC and the FAA in accordance with the FCC’s and the FAA’s respective rules, regulations and policies; (viii) to the Knowledge of Sellers, there is no rulemaking, investigation or other Proceeding pending or threatened in any Governmental Body that might result in the revocation, non-renewal or adverse modifications of any Commission Authorization or otherwise adversely affect the operation or business of any Station, other than such rulemakings, investigations or Proceedings that would affect the industry generally; (ix) there is no FCC Order outstanding relating to any one or more of the Stations which has not been satisfied; and (x) none of the Sellers has any Knowledge of facts that would cause the FCC not to renew any of the Commission Authorizations for a full term without adverse modification or to impose any nonstandard conditions on such renewal.

     (c) To the extent there is any conflict between the representations in this Section 3.11 and the representations in any other section herein, the representations in this Section 3.11 shall govern.

      3.12 Insolvency.

     No insolvency proceedings of any character, including bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting either of the Operating Sellers or the Assets, are pending or, to Knowledge of Sellers, threatened. Neither of the Operating Sellers has made an assignment for the benefit of creditors. Neither of the Operating Sellers will become insolvent as a result of entering into or performing this Agreement.

      3.13 Intellectual Property Assets.

     Set forth on Schedule 3.13 is a true and complete list of all Intangibles material to the Business or any of the Stations and all contracts, agreements, commitments or licenses relating to such Intangibles, owned or licensed by the Operating Sellers (the “ Intellectual Property Assets ”). Except as set forth on Schedule 3.13 , the Operating Sellers own or are licensed to use all Intangibles material to the Business or any of the Stations, and currently used in the conduct of the Business free and clear of any material Encumbrances. No such rights and interests will be adversely affected by the transaction contemplated by this Agreement. None of the Sellers has any