<PAGE>

                                                                     EXHIBIT 4.4


================================================================================


                           UNITS PURCHASE AGREEMENT

                                     among

                NASSAU BROADCASTING PARTNERS, L.P., as Issuer,

                                      and

                      MERRILL LYNCH CAPITAL CORPORATION,

                    CAISSE DE DEPOT ET PLACEMENT DU QUEBEC,

                           THE BANK OF NOVA SCOTIA,

                             OZ MASTER FUND, LTD.,

                                      and

                               BANK OF MONTREAL

                                 as Purchasers

                            Dated as of May 4, 2000

                                 Relating to:

                          117,359 Units consisting of
            $117,359,000 Aggregate Principal Amount at Maturity of
                    13% (resetting to 14%) Senior Discount
                  Notes due 2010 and 19,303.86 LP Units plus
                    Additional LP Units as Provided Herein


================================================================================
<PAGE>

                               Table of Contents
                               -----------------

<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----
<S>                                                                                                        <C>
                                            ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS
                                            ------------------------------------------

1.01.             Definitions..............................................................................   2
1.02.             Computation of Time Periods..............................................................  35

                                     ARTICLE 2 AUTHORIZATION, ISSUANCE AND SALE OF SECURITIES
                                     --------------------------------------------------------

2.01.             Authorization of Issue...................................................................  35
2.02.             Sale.....................................................................................  39
2.03.             Closing..................................................................................  39
2.04.             Allocation of Purchase Price.............................................................  39

                                                  ARTICLE 3 CONDITIONS TO CLOSING
                                                  -------------------------------

3.01.             Representations and Warranties...........................................................  39
3.02.             Performance; No Default Under Other Agreements...........................................  40
3.03.             Compliance Certificates..................................................................  40
         (a)      Officers' Certificate....................................................................  40
         (b)      Secretary's Certificate..................................................................  40
3.04.             Opinions of Counsel......................................................................  40
3.05.             Recapitalization.........................................................................  40
3.06.             No Adverse Events; No Operations of the Company..........................................  41
3.07.             Financial Information....................................................................  41
3.08.             Proceedings and Documents................................................................  41
3.09.             Purchase Permitted by Applicable Law, Etc................................................  41
3.10.             Transaction Documents in Force and Effect; Information...................................  42
         (a)      Transaction Documents....................................................................  42
         (b)      Accuracy of Information..................................................................  42
3.11.             No Violation; No Legal Constraints; Consents, Authorizations and Filings, Etc............  42
3.12.             Bank Credit Agreement....................................................................  43
3.13.             Acquisition Agreements...................................................................  43
3.14.             Repayment of Existing Credit Facilities..................................................  43
3.15.             Spectrum Equity Commitments..............................................................  43
3.16.             Payment of Fees and Expenses.............................................................  43

                                     ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
                                     -------------------------------------------------------

4.01.             Due Incorporation; Power and Authority...................................................  43
4.02.             Capitalization...........................................................................  44
4.03.             Subsidiaries.............................................................................  45
4.04.             Due Authorization, Execution and Delivery................................................  45
         (a)      Agreement................................................................................  45
         (b)      Fourth Restated Partnership Agreement....................................................  45
         (c)      Notes and Exchange Notes.................................................................  46
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                            <C>
         (d)      Initial LP Units..........................................................................   46
         (e)      Antidilutive Initial LP Units and Incremental LP Units; Common Stock......................   46
         (f)      Exchange and Registration Rights Agreement................................................   46
         (g)      Mezzanine Investors Common Stock Registration Rights Agreement............................   47
         (h)      Other Transaction Documents...............................................................   47
4.05.             Non-Contravention; Authorizations and Approvals...........................................   47
4.06.             Company Financial Statements..............................................................   48
4.07.             Absence of Undisclosed Liabilities or Events..............................................   48
4.08.             No Actions or Proceedings.................................................................   49
4.09.             Title to Properties.......................................................................   49
4.10.             Intellectual Property Rights..............................................................   49
4.11.             Taxes.....................................................................................   50
4.12.             ERISA and Foreign Employee Benefit Matters................................................   51
4.13.             Private Offering; No Integration or General Solicitation..................................   51
4.14.             Eligibility for Resale Under Rule 144A....................................................   52
4.15.             Status Under Certain Statutes.............................................................   52
4.16.             Insurance.................................................................................   52
4.17.             Use of Proceeds; Margin Regulations.......................................................   52
4.18.             Existing Indebtedness; Future Liens.......................................................   52
4.19A.            Compliance with Laws; Permits.............................................................   53
4.19B.            Environmental Matters; Environmental Investigations.......................................   53
4.20.             Solvency..................................................................................   54
4.21.             Affiliate Transactions....................................................................   54
4.22.             Material Contracts........................................................................   54
4.23.             No Changes to Applicable Law..............................................................   55
4.24.             Fees......................................................................................   55
4.25.             Brokerage Fees............................................................................   55
4.26.             Absence of Labor Dispute..................................................................   55
4.27.             FCC Matters...............................................................................   55

                                           ARTICLE 5 REPRESENTATIONS OF THE PURCHASERS
                                           -------------------------------------------

5.01.             Purchase for Investment...................................................................   58

                                            ARTICLE 6 COVENANTS TO PROVIDE INFORMATION
                                            ------------------------------------------

6.01.             Reports to Holders........................................................................   58
         (a)      SEC Reports...............................................................................   58
         (b)      Chief Financial Officer Certificates......................................................   59
         (c)      Other Information.........................................................................   59
         (d)      Notice of Default or Event of Default.....................................................   59
         (e)      Additional Information to Holders of Other Indebtedness...................................   59
         (f)      Original Issue Discount Information.......................................................   60

                                              ARTICLE 7 OTHER AFFIRMATIVE COVENANTS
                                              -------------------------------------

7.01.             Payment of Principal, Premium and Interest................................................   60
</TABLE>

                                      ii
<PAGE>

<TABLE>
<S>                                                                                                            <C>
7.02.             Preservation of Partnership Existence and Franchises.......................................  60
7.03.             Maintenance of Properties..................................................................  60
7.04.             Taxes......................................................................................  60
         (a)      Payment of Taxes...........................................................................  60
         (b)      Tax Returns................................................................................  61
7.05.             Books, Records and Access..................................................................  61
7.06.             Compliance with Law........................................................................  61
7.07.             Insurance..................................................................................  62
7.08.             Offer to Repurchase upon Change of Control.................................................  62
7.09.             Offer to Purchase by Application of Excess Proceeds........................................  62
7.10.             Offer to Purchase In Event of Non-Consummation of Aurora Acquisition.......................  63
7.11.             Offer to Purchase In Event Banks Decline Mandatory Prepayment of Proceeds of
                   Certain Debt Issuances....................................................................  64
7.12.             Further Assurances.........................................................................  65

                                                   ARTICLE 8 NEGATIVE COVENANTS
                                                   ----------------------------

8.01.             Stay, Extension and Usury Laws.............................................................  66
8.02.             Restricted Payments........................................................................  66
8.03.             Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries..................  69
8.04.             Incurrence of Indebtedness.................................................................  70
8.05.             Asset Sales................................................................................  70
8.06.             Transactions with Affiliates...............................................................  72
8.07.             Holding Company Status.....................................................................  72
8.08.             Limitation on Liens........................................................................  73
8.09.             Limitation on Issuances and Sales of Equity Interests of Restricted Subsidiaries...........  73
8.10.             Payments for Consents......................................................................  73
8.11.             Merger, Consolidation, Conversion or Sale of Assets........................................  73
8.12.             Successor Company Substituted..............................................................  74
8.13.             Public Disclosures.........................................................................  74
8.14.             [Reserved].................................................................................  75
8.15.             Conduct of Business........................................................................  75
8.16.             Limitation on Tax Consolidation............................................................  75
8.17.             Limitation on Designations of Unrestricted Subsidiaries....................................  75
8.18.             Limitation on Public Equity Offerings......................................................  76

                                      ARTICLE 9 PROVISIONS RELATING TO RESALES OF SECURITIES
                                      ------------------------------------------------------

9.01.             Private Offerings..........................................................................  76
         (a)      Offers and Sales Only to Institutional Accredited Investors or Qualified
                  Institutional Buyers.......................................................................  76
         (b)      No General Solicitation....................................................................  76
         (c)      Purchases by Non-Bank Fiduciaries..........................................................  76
         (d)      Restrictions on Transfer; Legend...........................................................  77
         (e)      No Future Liability........................................................................  77
         (f)      Securities Act Restrictions................................................................  77
9.02.             Resale Offering Assistance.................................................................  78
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                                                                                                             <C>
9.03.             Blue Sky Compliance........................................................................   80
9.04.             Ratings of the Notes.......................................................................   80
9.05.             Exchange and Registration Rights Agreement; Mezzanine Investors Stock
                   Registration Rights Agreement.............................................................   80
9.06.             No Integration.............................................................................   80
9.07.             DTC Agreement..............................................................................   80
9.08.             Form of Legend for the Securities..........................................................   81

                                                       ARTICLE 10 THE NOTES
                                                       --------------------

10.01.            Form and Execution.........................................................................   82
10.02.            Terms of the Notes.........................................................................   82
         (a)      Stated Maturity............................................................................   82
         (b)      Interest...................................................................................   82
10.03.            Denominations..............................................................................   82
10.04.            Payments and Computations..................................................................   83
10.05.            Registration; Registration of Transfer and Exchange........................................   83
         (a)      Security Register..........................................................................   83
         (b)      Registration of Transfer...................................................................   83
         (c)      Exchange...................................................................................   83
         (d)      Effect of Registration of Transfer or Exchange.............................................   83
         (e)      Requirements; Charges......................................................................   83
         (f)      Certain Limitations........................................................................   84
10.06.            Mutilated, Destroyed, Lost and Stolen Notes................................................   84
10.07.            Persons Deemed Owners......................................................................   84
10.08.            Cancellation...............................................................................   85
10.09.            Home Office Payment........................................................................   85

                                                   ARTICLE 11 EVENTS OF DEFAULT
                                                   ----------------------------

11.01.            Events of Default..........................................................................   85
11.02.            Remedies...................................................................................   87
11.03.            Waiver of Past Defaults....................................................................   88

                                                      ARTICLE 12 REDEMPTION
                                                      ---------------------

12.01.            Right of Redemption........................................................................   88
12.02.            Partial Redemptions........................................................................   88
12.03.            Mandatory Redemption.......................................................................   88
12.04.            Optional Redemption........................................................................   89
12.05.            [Reserved].................................................................................   89
12.06.            Notice of Redemption.......................................................................   89
12.07.            Deposit of Redemption Price................................................................   90
12.08.            Notes Payable on Redemption Date...........................................................   90
12.09.            Notes Redeemed in Part.....................................................................   90
</TABLE>
                                      iv
<PAGE>

<TABLE>
<CAPTION>
                              ARTICLE 13 EXPENSES, INDEMNIFICATION AND CONTRIBUTION AND TERMINATION
                              ---------------------------------------------------------------------
<S>                                                                                                             <C>
13.01.            Expenses...................................................................................   91
13.02.            Indemnification............................................................................   91
         (a)      Indemnification by the Company.............................................................   91
         (b)      Indemnification by the Purchasers..........................................................   92
         (c)      Notifications and Other Indemnification Procedures.........................................   92
13.03.            Contribution...............................................................................   93
13.04.            Survival...................................................................................   94
13.05.            Termination................................................................................   94

                                                     ARTICLE 14 MISCELLANEOUS
                                                     ------------------------

14.01.            Notices....................................................................................   95
14.02.            Benefit of Agreement; Assignments and Participations.......................................   95
14.03.            No Waiver; Remedies Cumulative.............................................................   96
14.04.            Amendments, Waivers and Consents...........................................................   96
14.05.            Counterparts...............................................................................   97
14.06.            Reproduction...............................................................................   97
14.07.            Headings...................................................................................   97
14.08.            Governing Law; Submission to Jurisdiction; Venue...........................................   97
14.09.            Severability...............................................................................   98
14.10.            Entirety...................................................................................   99
14.11.            Survival of Representations and Warranties.................................................   99
14.12.            Incorporation..............................................................................   99

EXHIBITS
Exhibit A         -        Form of Note
Exhibit B         -        Form of Exchange and Registration Rights Agreement
Exhibit C         -        Form of Mezzanine Investors Stock Registration Rights Agreement
Exhibit D         -        Form of Second Amended and Restated Securityholders Agreement
Exhibit E                  Form of Fourth Restated Agreement of Limited Partnership
Exhibit F                  Form of Amendment to Restated Investment Agreement
Exhibit G         -        Form of Officers' Certificate
Exhibit H         -        Form of Secretary's Certificate
Exhibit I         -        Form of Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
Exhibit J         -        Form of Opinion of Tim Smith, Esq., General Counsel of the Company
Exhibit K         -        Form of Opinion of Counsel to Existing Investor

SCHEDULES
Schedule A        -        Information Relating to Purchasers
</TABLE>

                                       v
<PAGE>

                           UNITS PURCHASE AGREEMENT

          UNITS PURCHASE AGREEMENT, dated as of May 4, 2000, by and among NASSAU
BROADCASTING PARTNERS, L.P., a Delaware limited partnership (the "Company"),
                                                                  -------
NASSAU FINANCE CORP., a Delaware corporation ("Nassau Finance"; and, together
                                               --------------
with the Company, the "Issuers"), MERRILL LYNCH CAPITAL CORPORATION ("Merrill
                       -------                                        -------
Lynch"), CAISSE DE DEPOT ET PLACEMENT DU QUEBEC, THE BANK OF NOVA SCOTIA, OZ
-----
MASTER FUND, LTD., and BANK OF MONTREAL (each, a "Purchaser"; and, collectively,
                                                  ---------
the "Purchasers").
     ----------

                                   RECITALS
                                   --------

          WHEREAS, upon the terms and subject to the conditions set forth in
this Agreement, the Issuers have agreed to sell to the Purchasers, and each
Purchaser, acting severally and not jointly, has agreed to purchase for
aggregate gross proceeds of $60,000,488.85 from the Company, 117,359 units (the
"Units") consisting of $117,359,000.00 aggregate principal amount at maturity of
 -----
the Issuers' 13% (resetting to 14%) Senior Discount Notes due 2010 (the "Notes")
                                                                         -----
in the form of Exhibit A hereto (as defined herein) and 19,303.86 Initial LP
Units (as defined herein) representing, in the aggregate, 2.0% of the aggregate
Equity Interests of the Company determined on a Fully Diluted Basis as of the
Issue Date (as such terms are defined herein) (as increased by any Antidilutive
Initial LP Units (as defined herein) that may be issued in the event any
Incremental LP Units (as defined herein) are issued) plus such number of
Incremental LP Units representing up to an additional 3.5% of the aggregate
Equity Interests of the Company determined on a Fully Diluted Basis as of the
Incremental LP Units Issue Date (as defined below) as may be issuable under the
circumstances provided in Section 2.01(a) below;

          WHEREAS, concurrently with the execution of this Agreement, Nassau
Broadcasting I, LLC ("Opco"), a newly formed wholly owned subsidiary of the
                      ----
Company to which the Company will contribute all or substantially all of its
assets, has entered into a credit agreement with Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as sole book-running lead arranger
and syndication agent, PNC Bank, National Association, as administrative agent,
The Bank of Nova Scotia, as documentation agent, and the lenders named therein
(as further defined herein, the "Bank Credit Agreement");
                                 ---------------------

          WHEREAS, the proceeds of the sale of the Securities together with the
proceeds of borrowings under the Bank Credit Agreement, will be used to effect a
recapitalization (the "Recapitalization") pursuant to which the Company will (i)
                       ----------------
repurchase 54,111.04 outstanding units of partnership interest from Nassau
Holdings, Inc., one of its existing limited partners, for a purchase price of
$7.5 million payable through the Initial NH Redemption Payment and the Deferred
NH Redemption Payment (as defined herein), (ii) repay all outstanding
indebtedness under the Company's existing senior secured credit facility, (iii)
repay the Company's outstanding subordinated notes and (iv) extinguish the
preferred interests of Nassau Broadcasting Company under the Partnership
Agreement;

          WHEREAS, the Company has entered into (i) the Aurora Acquisition
Agreement (as defined herein) to acquire all of the outstanding membership
interests of Aurora Communications LLC (the "Aurora Acquisition"), and (ii) the
                                             ------------------
Allentown Acquisition Agreement
<PAGE>

to acquire two radio stations located in Allentown, Pennsylvania from Clear
Channel Broadcasting, Inc. (the "Allentown Acquisition" and, collectively with
                                 ---------------------
the Aurora Acquisition, the "Acquisitions");
                             ------------

          WHEREAS, the Company intends to close the Acquisitions concurrently
with the closing of an initial public offering of the Company's Common Stock;

          WHEREAS, the holders of the Notes from time to time will be entitled
to the benefits of an Exchange and Registration Rights Agreement, dated the
Issue Date (the "Exchange and Registration Rights Agreement"), by and among the
                 ------------------------------------------
Issuers and the Purchasers in the form of Exhibit C hereto;

          WHEREAS, the holders of LP Units from time to time will be entitled to
the benefits of the Common Stock Registration Rights Agreement, dated the Issue
Date (the "Mezzanine Investors Stock Registration Rights Agreement"), by and
           -------------------------------------------------------
among the Company, the Purchasers and certain persons that are currently the
holders of Partnership Interests in the Company, in the form of Exhibit D
hereto;

          WHEREAS, the holders of LP Units will be entitled to the benefits of
(i) the Second Amended and Restated Securityholders Agreement, in the form of

Exhibit E hereto, (ii) the Fourth Restated Partnership Agreement (as defined
---------
below), in the form of Exhibit F hereto, and (iii) the Amendment to Restated
                       ---------
Investment Agreement (as defined below), in the form of Exhibit G hereto;
                                                        ---------

          WHEREAS, the Company and Nassau Finance, as applicable, have duly
authorized the creation and issuance of the Units, the Notes and the LP Units
and the execution and delivery of this Agreement, the Exchange and Registration
Rights Agreement and the Mezzanine Investors Stock Registration Rights
Agreement; and

          WHEREAS, all things necessary to make this Agreement, the Notes (when
issued and delivered hereunder), the Exchange and Registration Rights Agreement
and the Mezzanine Investors Stock Registration Rights Agreement valid and
binding obligations of the Company in accordance with their respective terms
have been done.

          NOW, THEREFORE, the parties hereto agree as follows:

                                   ARTICLE 1
                                   ---------

                       DEFINITIONS AND ACCOUNTING TERMS
                       --------------------------------

               1.01.  Definitions.  As used herein, the following terms shall
               ------------------
have the meanings specified herein unless the context otherwise requires:

               "Accredited Investor" means any Person that is an "accredited
                -------------------
investor" within the meaning of Rule 501(a) under the Securities Act.

                                       2
<PAGE>

               "Accreted Value" means, for any specified date (the "Specified
                --------------                                      ---------
Date"), the amount calculated pursuant to clause (i), (ii), (iii) or (iv) below
----
with respect to each $1,000 principal amount at Maturity of the Notes:

               (i)    if the Specified Date occurs on one or more of the
     following dates (each a "Semiannual Accrual Date"), the Accreted Value
                              -----------------------
     shall equal $511.26 on the Issue Date, and for any Semiannual Accrual Date
     thereafter, the amount set forth below:



Semiannual Accrual Date                                         Accreted Value
-----------------------                                         --------------
   November 1, 2000....................................           $  543.93
   May 1, 2001.........................................              582.01
   November 1, 2001....................................              622.75
   May 1, 2002.........................................              666.34
   November 1, 2002....................................              712.99
   May 1, 2003.........................................              762.90
   November 1, 2003....................................              816.30
   May 1, 2004.........................................              873.44
   November 1, 2004....................................              934.58
   May 1, 2005.........................................            1,000.00


               (ii)   if the Specified Date occurs before the first Semiannual
     Accrual Date, the Accreted Value shall equal the sum of (a) the original
     issue price and (b) an amount equal to the product of (1) the Accreted
     Value for the first Semiannual Accrual Date less the original issue price
     multiplied by (2) a fraction, the numerator of which is the number of days
     from the date of this Agreement to the specified date, using a 360-day year
     of twelve 30-day months, and the denominator of which is the number of days
     elapsed from the date of this Agreement to the first Semiannual Accrual
     Date, using a 360-day year of twelve 30-day months;

               (iii)  if the Specified Date occurs between two Semiannual
     Accrual Dates, the Accreted Value shall equal the sum of (A) the Accreted
     Value for the Semiannual Accrual Date immediately preceding such Specified
     Date and (B) an amount equal to the product of (i) the Accreted Value for
     the immediately following Semiannual Accrual Date less the Accreted Value
     for the immediately preceding Semiannual Accrual Date, and (ii) a fraction,
     the numerator of which equals the number of days from the immediately
     preceding Semiannual Accrual Date to the Specified Date, using a 360-day
     year of twelve 30-day months, and the denominator of which is 180; and

               (iv)   if the Specified Date is on or after the last Semiannual
     Accrual Date, the Accreted Value shall equal $1,000.

               "Acquired Indebtedness" means Indebtedness of a Person (a)
                ---------------------
existing at the time such Person becomes a Restricted Subsidiary or (b) assumed
in connection with the acquisition of assets from such Person, in each case,
other than Indebtedness incurred in connection with, or

                                       3
<PAGE>

in contemplation of, such Person becoming a Subsidiary or such acquisition;
provided that, for purposes of Section 8.04, such Indebtedness shall be deemed
to be incurred on the date of the related acquisition of assets from any Person
or the date the acquired Person becomes a Restricted Subsidiary.

               "Acquisitions" is defined in the fourth recital to this
                ------------
Agreement.

               "Additional Company Information" is defined in Section 9.02(e).
                ------------------------------

               "Affiliate" means, with respect to any specified Person:  (i) any
                ---------
other Person directly or indirectly controlling or controlled by or under direct
or indirect common control with such specified Person; (ii) any other Person
that owns, directly or indirectly, 10% or more of such specified Person's Equity
Interests or any executive officer or director of any such specified Person or
other Person or, with respect to any Existing Investor or Aurora Investor that
is a natural Person, any person having a relationship with such Person by blood,
marriage or adoption no more remote than first cousin; or (iii) any other Person
10% or more of the Voting Equity Interests of which is beneficially owned or
held directly or indirectly by such specified Person.  For the purposes of this
definition, "control" when used with respect to any specified Person means the
             -------
power to direct the management and policies of such Person, directly or
indirectly, whether through ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
                          -----------       ----------
correlative to the foregoing.  With respect to each Purchaser, an Affiliate
shall also include, without limitation, any Person managed or advised by, or
controlling or under common with, such Purchaser or any of its Affiliates.

               "Affiliate Transaction" is defined in 8.06.
                ---------------------

               "Agreement" is defined in Section 14.04.
                ---------

               "Allentown Acquisition" shall have the meaning set forth in the
                ---------------------
fourth recital to this Agreement.

               "Allentown Acquisition Agreement" means the purchase agreement
                -------------------------------
dated as of February 29, 2000 between the Company and Clear Channel Broadcasting
Inc., relating to the Allentown Acquisition as amended, supplemented or
otherwise modified from time to time pursuant to the terms thereof.

               "Amendment to Restated Investment Agreement" means the Amendment
                ------------------------------------------
to Restated Investment Agreement by and among the Company and the Existing
Investors to be entered into on the Issue Date, substantially in the form of
Exhibit F hereto.
---------

               "Antidilutive Aurora LP Investor Units" means such additional LP
                -------------------------------------
Units as shall be issued to the Aurora Investors in respect of their Aurora
Investor LP Units to avoid any dilution from the issuance of Incremental LP
Units or Antidilutive Initial LP Units to the Purchasers.

               "Antidilutive Initial LP Units" shall have the meaning set forth
                -----------------------------
in Section 2.01(a)(ii) hereof.

                                       4
<PAGE>

               "Applicable Law" means all applicable laws, statutes, treaties,
                --------------
rules, codes (including building codes), ordinances, regulations, certificates,
orders and licenses of, and interpretations by, any Governmental Authority and
judgments, decrees, injunctions, writs, permits, orders or like governmental
action of any Governmental Authority (including any Environmental Law and any
laws pertaining to health or safety) applicable to the Company, any of its
Subsidiaries or any of their property or operations.

               "Asset Acquisition" means (i) an Investment by the Company or any
                -----------------
Restricted Subsidiary in any other Person pursuant to which such Person will
become a Restricted Subsidiary or will be merged or consolidated with or into
the Company or any Restricted Subsidiary or (ii) the acquisition by the Company
or any Restricted Subsidiary of the assets of any Person which constitute
substantially all of the assets of such Person, or any division or line of
business of such Person, or which is otherwise outside of the ordinary course of
business.

               "Asset Sale" means any sale, issuance, conveyance, transfer,
                ----------
lease or other disposition (including, without limitation, by way of merger,
consolidation or sale and leaseback transaction) (collectively, a "transfer"),
                                                                   --------
directly or indirectly, in one or a series of related transactions, of (i) any
Equity Interests of any Subsidiary; (ii) all or substantially all of the
properties and assets of the Company or its Subsidiaries; (iii) any FCC license
for the ownership and operation of radio stations held by the Company or any
Restricted Subsidiary (whether by sale of Equity Interests or otherwise); or
(iv) any other properties or assets of the Company or any Subsidiary, other than
in the ordinary course of business. For the purposes of this definition, the
term "Asset Sale" shall not include any transfer of properties or assets (A)
that is governed by the provisions of Section 8.11, (B) of the Company to any
Restricted Subsidiary, or of any Restricted Subsidiary to the Company or any
Restricted Subsidiary in accordance with the terms of this Agreement, (C)
consisting of damaged, worn-out or other obsolete property disposed of in the
ordinary course of business or (D) for fair market value so long as the fair
market value of the consideration received from all such transfers under this
clause (D) since the Issue Date does not exceed $1.0 million.

               "Audit Date" means December 31, 1999.
                ----------

               "Aurora Acquisition" shall have the meaning set forth in the
                ------------------
fourth recital to this Agreement.

               "Aurora Acquisition Agreement" means the Purchase and Exchange
                ----------------------------
Agreement dated as of March 24, 2000 between the Company and the sellers named
therein with respect to the Aurora Acquisition, as amended by Amendment No. 1 to
Purchase and Exchange Agreement dated as of the date hereof, and as further
amended, supplemented, or otherwise modified from time to time pursuant to the
terms thereof.

               "Aurora Debt" means the $65.0 million in debt to be refinanced in
                -----------
connection with the Aurora Acquisition.

               "Aurora Debt Repayment" shall mean the repayment of the Aurora
                ---------------------
Debt.

               "Aurora Investor LP Units" means the Equity Interests in the
                ------------------------
Company issued to the Aurora Investors upon the consummation of the Aurora
Acquisition.

                                       5
<PAGE>

               "Aurora Investors" means the parties, including BACI, that have
                ----------------
agreed pursuant to the Aurora Acquisition Agreement to acquire Equity Interests
in the Company.

               "Aurora Offer to Purchase" has the meaning set forth in Section
                ------------------------
7.10

               "Average Life" means, as of the date of determination with
                ------------
respect to any Indebtedness, the quotient obtained by dividing (a) the sum of
the products of (i) the number of years from the date of determination to the
date or dates of each successive scheduled principal payment (including, without
limitation, any sinking fund requirements) of such Indebtedness multiplied by
(ii) the amount of each such principal payment by (b) the sum of all such
principal payments.

               "BACI" means Banc America Capital Investors SBIC I, L.P., a
                ----
Delaware limited partnership, and its successors in interest.

               "Bank Credit Agreement" means the Credit Agreement dated the date
                ---------------------
hereof among Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as sole book-running lead arranger and syndication agent, PNC
Bank, National Association, as administrative agent, The Bank of Nova Scotia, as
documentation agent, the lenders party thereto, Nassau Broadcasting Partners I,
LLC, as borrower, and the guarantors party thereto, as in effect on the date
hereof and as such agreement may be amended, renewed, extended, substituted,
refinanced, restructured, replaced, supplemented or otherwise modified from time
to time, whether under one or more credit facilities (including, without
limitation, any successive renewals, extensions, substitutions, refinancings,
restructurings, replacements, supplementations or other modifications of the
foregoing).

               "Bankruptcy Law" means Title 11 of the United States Code, as
                --------------
amended, or any similar United States federal or state law relating to
bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or
relief of debtors or any amendment to, succession to or change in any such law.

               "Board of Directors" means, prior to the Reorganization, the
                ------------------
Board of Directors of the General Partner, and after the Reorganization, the
Board of Directors (or equivalent management body) of the Company or the Board
of Directors or similar governing body of a Restricted Subsidiary, as the case
may be, or any authorized committee of such Board of Directors.

               "Business Day" means any day other than a Legal Holiday.
                ------------

               "Capitalized Lease Obligation" means any obligation under a lease
                ----------------------------
of (or other agreement conveying the right to use) any property (whether real,
personal or mixed) that is required to be classified and accounted for as a
capital lease obligation under GAAP, and, for the purpose of this Agreement, the
amount of such obligation at any date shall be the capitalized amount thereof at
such date, determined in accordance with GAAP.

               "Cash Equivalents" shall mean, for any Person: (i) direct
                ----------------
obligations of the United States of America, or of any agency thereof, or
obligations guaranteed as to principal and interest by the United States of
America, or by any agency thereof, in either case maturing not

                                       6
<PAGE>

more than one year from the date of acquisition thereof by such Person; (ii)
time deposits, certificates of deposit or bankers' acceptances (including
eurodollar deposits) issued by any bank or trust company organized under the
laws of the United States of America or any state thereof and having capital,
surplus and undivided profits of at least $500.0 million and a deposit rating of
investment grade; (iii) paper rated A-1 or better by Standard & Poor's
Corporation or P-1 or better by Moody's Investors Service, Inc., respectively,
maturing not more than 180 days from the date of acquisition thereof by such
Person; (iv) repurchase obligations with a term of not more than 30 days for
underlying securities of the types described in clause (i) above entered into
with a bank meeting the qualifications described in clause (ii) above; (v)
securities with maturities of one year or less from the date of acquisition
issued or fully guaranteed by any state, commonwealth or territory of the United
States of America, or by any political subdivision or taxing authority thereof,
and rated at least A by Standard & Poor's Corporation or A by Moody's Investors
Service, Inc; or (vi) money market mutual funds that invest primarily in the
foregoing items.

               "CERCLA" means the Comprehensive Environmental Response,
                ------
Compensation and Liability Act of 1980, as amended from time to time, 42 U.S.C.
(S) 9601 et seq.

               "Change in Control Offer" is defined in Section 7.08(a).
                -----------------------

               "Change in Control Purchase Date" is defined in Section 7.08(a).
                -------------------------------

               "Change in Control Purchase Price" is defined in Section 7.08(a).
               --------------------------------

               "Change of Control" means the occurrence, after the date of the
                -----------------
Recapitalization, of any of the following events:  (a) any "person" or "group"
                                                            ------      -----
(as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other
than Permitted Holders, is or becomes the "beneficial owner" (as defined in
                                           ----------------
Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be
deemed to have "beneficial ownership" of all securities that such Person has the
                --------------------
right to acquire, whether such right is exercisable immediately or only after
the passage of time), directly or indirectly, of more than 35% of the total
outstanding Equity Interests (prior to the Reorganization) or Voting Equity
Interests (after the Reorganization) of the Company, and the Permitted Holders
beneficially own, directly or indirectly, a lesser percentage of the Equity
Interests (prior to the Reorganization) or voting power of the Voting Equity
Interests (after the Reorganization) of the Company, voting together as a single
class, than such person or group; (b) the Company consolidates with, or merges
with or into, or converts into another Person (other than as a result of the
Reorganization) or conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any Person, or any Person consolidates with
or merges with or into the Company, in any such event pursuant to a transaction
in which the outstanding Equity Interests (prior to the Reorganization) or
Voting Equity Interests (after the Reorganization) of the Company are converted
into or exchanged for cash, securities or other property, other than any such
transaction (i) where the outstanding Equity Interests (prior to the
Reorganization) or Voting Equity Interests (after the Reorganization) of the
Company are not converted or exchanged at all (except to the extent necessary to
reflect a change in the jurisdiction of incorporation of the Company) or are
converted into or exchanged for (A) Voting Equity Interests (other than
Redeemable Equity Interests) of the surviving or transferee Person or (B) Voting
Equity Interests (other than Redeemable Equity Interests) of the surviving or

                                       7
<PAGE>

transferee Person and cash, securities and other property in an amount that
could be paid by the Company as a Restricted Payment as described under Section
1009 and (ii) immediately after such transaction, no "person" or "group" (as
such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than
Permitted Holders, is the "beneficial owner" (as defined in Rules 13d-3 and 13d-
5 under the Exchange Act, except that a Person shall be deemed to have
"beneficial ownership" of all securities that such Person has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time), directly or indirectly, of more than 35% of the total outstanding
Voting Equity Interests of the surviving or transferee corporation; (c) during
any consecutive two-year period, individuals who at the beginning of such period
constituted the Board of Directors (together with any new directors whose
election to such Board of Directors, or whose nomination for election by the
shareholders of the Company, was approved by a vote of 66?% of the directors
then still in office who were either directors at the beginning of such period
or whose election or nomination for election was previously so approved) cease
for any reason to constitute a majority of the Board of Directors then in
office; provided that until such time as the Reorganization has occurred, this
clause (c) shall be applicable solely to the Board of Directors of the General
Partner; or (d) the Company is liquidated or dissolved or a special resolution
is passed by the partners or shareholders of the Company approving the plan of
liquidation or dissolution other than in a transaction which complies with the
provisions of Sections 8.10 and 8.11.

               "Closing Time" is defined in Section 2.03.
                ------------

               "Code" means the Internal Revenue Code of 1986, as amended from
                ----
time to time, and the rules and regulations promulgated thereunder, as amended
from time to time.

               "Commission" means the Securities and Exchange Commission, as
                ----------
from time to time constituted, created under the Exchange Act or, if at any time
after the execution of this Agreement such Commission is not existing and
performing the duties now assigned to it under the Exchange Act, the body
performing such duties at such time.

               "Common Equity Interests" means (i) with respect to a Person
                -----------------------
which is a corporation, any and all shares, interests or other participations
in, and other equivalents (however designated and whether voting or nonvoting)
of, such Person's common stock and includes, without limitation, all series and
classes of such common stock and (ii) with respect to a Person which is not a
corporation, Equity Interests which have characteristics similar in all material
respects to those of common stock of a corporation.

               "Common Stock" means the Company's common stock authorized in
                ------------
connection with the Reorganization and any other class or series of common
equity equivalent shares of the Company hereafter created.

               "Communications Act" shall mean the United States Communications
                ------------------
Act of 1934, and any similar or successor federal statue, and the rules and
regulations of the FCC thereunder, all as amended and as the same may be in
effect from time to time.

                                       8
<PAGE>

               "Company" shall have the meaning assigned in the preamble to this
                -------
Agreement until a successor Person shall have become such pursuant to the
applicable provisions of this Agreement, and thereafter "Company" shall mean
                                                         -------
such successor Person.

               "Company Financial Statements" is defined in Section 4.06.
                ----------------------------

               "Company Indemnified Person" is defined in Section 13.02(b).
                --------------------------

               "Company Stations" means the stations listed on Schedule 4.27(a).
                ----------------

               "Consolidated" or "consolidated" (including the correlative term
                ------------      ------------
"consolidating") or on a "consolidated basis", when used with reference to any
--------------
financial term in this Agreement (but not when used with respect to any Tax
Return or tax liability), means the aggregate for two or more Persons of the
amounts signified by such term for all such Persons, with intercompany items
eliminated and, with respect to net income or earnings, after eliminating the
portion of net income or earnings properly attributable to minority interests,
if any, in the Equity Interests of any such Person or attributable to shares of
preferred stock of any such Person not owned by any other such Person, in
accordance with GAAP.

               "Consolidated Adjusted Net Income" means, for any period, the
                --------------------------------
consolidated net income (or loss) of the Company and all Restricted Subsidiaries
for such period as determined in accordance with GAAP, adjusted by excluding,
without duplication, (a) any net after-tax extraordinary gains or losses (less
all fees and expenses relating thereto), (b) any net after-tax gains or losses
(less all fees and expenses relating thereto) attributable to asset dispositions
other than in the ordinary course of business, (c) the portion of net income (or
loss) of any Person (other than the Company or a Restricted Subsidiary),
including Unrestricted Subsidiaries, in which the Company or any Restricted
Subsidiary has an ownership interest, except to the extent of the amount of
dividends or other distributions actually paid to the Company or any Restricted
Subsidiary in cash dividends or distributions during such period, (d) net income
(but not loss) of any Person combined with the Company or any Restricted
Subsidiary on a "pooling of interests" basis attributable to any period prior to
the date of combination, (e) the net income of any Restricted Subsidiary (other
than in the case of an incurrence of the Indebtedness pursuant to Section
8.04(a) by such Restricted Subsidiary), to the extent that the declaration or
payment of dividends or similar distributions by such Restricted Subsidiary is
not at the date of determination permitted, directly or indirectly, by operation
of the terms of its charter or any agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation applicable to such Restricted
Subsidiary or its shareholders and (f) any gain or loss, net of taxes, realized
upon the termination of any employee benefit plan.

               "Consolidated EBITDA" means, for any period, (i) the sum of,
                -------------------
without duplication, the amounts for such period, taken as a single accounting
period, of (a) Consolidated Adjusted Net Income, (b) to the extent reducing
Consolidated Adjusted Net Income, Consolidated Non-Cash Charges, (c) to the
extent reducing Consolidated Adjusted Net Income, Consolidated Tax Expense and
(d) to the extent reducing Consolidated Adjusted Net Income, Consolidated
Interest Expense, less (ii) other non-cash items increasing Consolidated
Adjusted Net Income for such period and (iii) (for purposes of Incurrences of
Indebtedness by Opco or any other Restricted Subsidiary of the Company) cash
dividends or other distributions paid by Opco

                                       9
<PAGE>

to the Company pursuant to Section 9.10(b)(i) of the Bank Credit Agreement. For
purposes of this definition, "Consolidated EBITDA" will be calculated, without
duplication, after giving effect on a pro forma basis for the period of such
calculation to an adjustment to eliminate or include, as applicable, the
Consolidated EBITDA of the Company directly attributable to assets which are the
subject of any Asset Sale or Asset Acquisition (including, without limitation,
any Asset Acquisition giving rise to the need to make such calculation as a
result of the Company or one of the Restricted Subsidiaries (including any
Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition)
incurring Acquired Indebtedness) occurring during the Four Quarter Period, as if
such Asset Sale or Asset Acquisition occurred on the first day of the Four
Quarter Period. In calculating Consolidated EBITDA on or prior to March 31,
2001, such calculation shall be made with adjustments for cost savings relating
to the Allentown Acquisition and the Aurora Acquisition, substantially
consistent with the calculation of Consolidated EBITDA made in connection with
satisfying the condition set forth in Section 7.01(xii) of the Bank Credit
Agreement, such adjustment not to exceed (1) $700,000 for the Four Quarter
Period ended June 30, 2000, (2) $525,000 for the Four Quarter Period ended
September 30, 2000, (3) $350,000 for the Four Quarter Period ended December 31,
2000, and (4) $175,000 for the Four Quarter Period ended March 31, 2001.

               "Consolidated Interest Expense" means, for any period, without
                -----------------------------
duplication, the sum of (a) the interest expense of the Company and its
Restricted Subsidiaries for such period, including, without limitation, (i)
amortization of debt discount, (ii) the net cost of Interest Rate Agreements
(including amortization of discounts), (iii) the interest portion of any
deferred payment obligation, (iv) accrued interest, (v) the consolidated amount
of any interest capitalized by the Company and (vi) amortization of debt
issuance costs, plus (b) the interest component of Capitalized Lease Obligations
of the Company and its Restricted Subsidiaries paid, accrued and/or scheduled to
be paid or accrued during such period, excluding, however, any amount of such
interest of any Restricted Subsidiary if the net income of such Restricted
Subsidiary is excluded in the calculation of Consolidated Adjusted Net Income
pursuant to clause (e) of the definition thereof (but only in the same
proportion as the net income of such Restricted Subsidiary is excluded from the
calculation of Consolidated Adjusted Net Income pursuant to clause (e) of the
definition thereof); provided that the Consolidated Interest Expense
attributable to interest on any Indebtedness computed on a pro forma basis and
(A) bearing a floating interest rate shall be computed as if the rate in effect
on the date of computation had been the applicable rate for the entire period
and (B) which was not outstanding during the period for which the computation is
being made but which bears, at the option of the Company, a fixed or floating
rate of interest, shall be computed by applying, at the option of the Company,
either the fixed or the floating rate.

               "Consolidated Leverage Ratio" means, at any date of
                ---------------------------
determination, the ratio of (a) the sum of (i) the aggregate amount of
Indebtedness of the Company and its Restricted Subsidiaries outstanding at the
date of determination that would be required to be reflected on a balance sheet
prepared as of such date on a consolidated basis in accordance with GAAP plus
(ii) the aggregate principal amount of Indebtedness of the Company and the
Restricted Subsidiaries outstanding as of such date that is not required to be
reflected on a balance sheet in accordance with GAAP, determined on a
consolidated basis, to (b) the aggregate amount of Consolidated EBITDA for the
then most recent four full fiscal quarters for which consolidated financial
statements of the Company are available preceding the date of the transaction
giving rise to the

                                      10
<PAGE>

need to calculate the Consolidated Leverage Ratio (such four fiscal quarter
period being referred to as the "Four Quarter Period").
                    -------------------

               "Consolidated Non-Cash Charges" means, for any period, the
                -----------------------------
aggregate depreciation, amortization and other non-cash expenses of the Company
and the Restricted Subsidiaries reducing Consolidated Adjusted Net Income of the
Company for such period (other than any non-cash item requiring an accrual or
reserve for cash disbursements in any future period), determined on a
consolidated basis in accordance with GAAP.

               "Consolidated Tax Expense" means, for any period, the provision
                ------------------------
for federal, state, provincial, local and foreign income taxes of the Company
and all Restricted Subsidiaries for such period as determined on a consolidated
basis in accordance with GAAP.

               "Contract" is defined in Section 4.05.
                --------

               "Controlling Person" is defined in Section 13.02(a).
                ------------------

               "Currency Agreements" means any spot or forward foreign exchange
                -------------------
agreements and currency swap, currency option or other similar financial
agreements or arrangements entered into by the Company or any of its Restricted
Subsidiaries designed solely to protect against or manage exposure to
fluctuations in currency exchange rates.

               "Current Market Value" per share or unit of Equity Interest of
                --------------------
the Company at any date means (i) prior to the IPO, the valuation per share or
unit of Equity Interest of the Company agreed upon by the Company and the Aurora
Investors under the Aurora Acquisition Agreement in connection with the issuance
of Equity Interests of the Company to the Aurora Investors, and (ii) from and
after an IPO, the market price of the Common Stock for the trading day
immediately preceding such date, as certified to the Holders by the President,
any Vice President or the Chief Financial Officer of the Company (or, prior to
the Reorganization, the General Partner). The market price for such trading day
shall be: (A) in the case of a security listed or admitted to trading on any US
national securities exchange or quotation system, the closing sales price,
regular way, on such day, or if no sale takes place on such day, the average of
the closing bid and asked prices on such day, (B) in the case of a security not
then listed or admitted to trading on any US national securities exchange or
quotation system, the last reported sale price on such day, or if no sale takes
place on such day, the average of the closing bid and asked prices on such day,
as reported by a reputable quotation source designated by the Company, and (C)
in the case of a security not then listed or admitted to trading on any US
national securities exchange or quotation system and as to which no such
reported sale price or bid and asked prices are available, the average of the
reported high bid and low asked prices on such day, as reported by a reputable
quotation service, or a newspaper of general circulation in the Borough of
Manhattan, City and State of New York customarily published on each Business
Day, designated by the Company, or, if there shall be no bid and asked prices on
such day, the average of the high bid and low asked prices, as so reported, on
the most recent day (not more than 30 days prior to the date in question) for
which prices have been so reported.

               "Default" means any event, act or condition that is, or with the
                -------
giving of notice, lapse of time or both would constitute an Event of Default.

                                      11
<PAGE>

               "Default Amount" is defined in Section 11.02.
                --------------

               "Deferred NH Redemption Payment" means the payment by the Company
                ------------------------------
to Nassau Holdings, Inc., as limited partner, after the Issue Date of $5.0
million in respect of the balance payable in respect of the Total NH Redemption
Payment after giving effect to payment of the Initial NH Redemption Payment,
plus interest accrued at the rate earned by the Company on Permitted Investments
in the form of Cash Equivalents, in respect of the redemption on the Issue Date
of 54,111.04 units of Partnership Interest held by Nassau Holdings, Inc.

               "Demand Registration Statement" is defined in the Exchange and
                -----------------------------
Registration Rights Agreement.

               "Depositary" is defined in Section 9.07.
                ----------

               "Designation" is defined in Section 8.17(a).
                -----------

               "Designation Amount" is defined in Section 8.17(a).
                ------------------

               "Disclosure Schedule" means all numbered Schedules to this
                -------------------
Agreement.

               "Disinterested Director" means, with respect to any transaction
                ----------------------
or series of related transactions, a member of the Board of Directors of the
Company who does not have any material direct or indirect financial interest in
or with respect to such transaction or series of related transactions.

               "Enforceability Exceptions" means, with respect to any specified
                -------------------------
obligation, any limitations on the enforceability of such obligation due to
bankruptcy, insolvency, reorganization, moratorium, and other similar laws of
general applicability relating to or affecting creditors' rights or general
equity principles (other than, in any such case, any Federal or state laws
relating to fraudulent transfers) and, in the case of any indemnity for
securities law obligations, to the extent such indemnity may not be enforceable
due to public policy considerations.

               "Environmental Claim" shall mean, with respect to any Person, any
                -------------------
written notice, claim, demand or other communication (collectively, a "claim")
                                                                       -----
by any other Person alleging such Person's liability for any costs, cleanup
costs, response or corrective action costs, damages to natural resources or
other Property, personal injuries, fines or penalties arising out of or
resulting from (i) the presence, release or threatened release into the
environment, or any Hazardous Material at any location, whether or not owned by
such Person, or (ii) any violation of any Environmental Law. The term
"Environmental Claim" shall include any claim by any Person seeking damages,
 -------------------
contribution, indemnification, cost recovery, compensation or injunctive relief
resulting from the presence of Hazardous Materials or arising from alleged
injury or threat of injury to health, safety or the environment.

               "Environmental Laws" shall mean any and all applicable laws,
                ------------------
rules or regulations of any Governmental Authority, any orders, decrees,
judgments or injunctions and the common law in each case as now or hereafter in
effect, relating to pollution or protection of human health, safety or the
environment, including, without limitation, ambient air, indoor air,

                                      12
<PAGE>

soil, or surface water, ground water, land or subsurface strata, and natural
resources such as wetlands, flora or fauna, including, without limitation, those
relating to releases or threatened releases of Hazardous Materials into the
environment, or otherwise relating to the manufacture, processing, generation,
distribution, use, treatment, storage, discharge, disposal, collection,
transfer, transport or handling of Hazardous Materials.

               "Equity Interest" in any Person means any and all shares,
                ---------------
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) corporate stock or other
equity participations, including partnership interests, whether general or
limited, in such Person. Without limiting the generality of the foregoing,
before the Reorganization, "Equity Interests" of the Company shall include the
Partnership Interests, and after the Reorganization, the Common Stock.

               "Equity Investee" is defined in Section 4.03.
                ---------------

               "ERISA" shall mean the United States Employee Retirement Income
                -----
Security Act of 1974, as amended.

               "ERISA Entity" shall mean any member of an ERISA Group.
                ------------

               "ERISA Event" shall mean (a) any "reportable event," as defined
                -----------
in Section 4043 of ERISA or the regulations issued thereunder with respect to a
Pension Plan (other than an event for which the 30-day notice period is waived);
(b) the existence with respect to any Pension Plan of an "accumulated funding
deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA),
whether or not waived, the failure to make by its due date a required
installment under Section 412(m) of the Code with respect to any Pension Plan or
the failure to make any required contribution to a Multiemployer Plan; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Pension Plan; (d) the incurrence by any ERISA Entity of any liability under
Title IV of ERISA with respect to the termination of any Pension Plan; (e) the
receipt by any ERISA Entity from the Pension Benefit Guaranty Corporation (the
"PBGC") or a plan administrator of any notice relating to an intention to
 ----
terminate any Pension Plan or to appoint a trustee to administer any Pension
Plan, or the occurrence of any event or condition which could reasonably be
expected to constitute grounds under ERISA for the termination of or the
appointment of a trustee to administer, any Pension Plan; (f) the incurrence by
any ERISA Entity of any liability with respect to the withdrawal or partial
withdrawal from any Pension Plan or Multiemployer Plan; (g) the receipt by an
ERISA Entity of any notice, or the receipt by any Multiemployer Plan from any
ERISA Entity of any notice, concerning the imposition of Withdrawal Liability or
a determination that a Multiemployer Plan is, or is expected to be, insolvent or
in reorganization, within the meaning of Title IV of ERISA; (h) the making of
any amendment to any Pension Plan which could result in the imposition of a lien
or the posting of a bond or other security; or (i) the occurrence of a nonexempt
prohibited transaction (within the meaning of Section 4975 of the Code or
Section 406 of ERISA) which could result in liability to the Company or any of
its Subsidiaries.

               "ERISA Group" means the Company and all members of a controlled
                -----------
group of corporations and all trades or businesses (whether or not incorporated)
under common control

                                      13
<PAGE>

which, together with the Company or any of its Subsidiaries, are treated as a
single employer under Section 414 of the Code.

          "Event of Default" is defined in Section 11.01.
           ----------------

          "Excess Debt Issuance Proceeds" means Net Cash Proceeds of a Qualified
           -----------------------------
Debt Issuance as to which the Lenders have exercised their election under
Section 2.11 of the Bank Credit Agreement not to require the application of such
proceeds to the prepayment of loans or reduction of commitments under the Bank
Credit Agreement.

          "Excess Debt Issuance Proceeds Offer Price" shall have the meaning set
           -----------------------------------------
forth at Section 7.11(a) hereof.

          "Excess Debt Issuance Proceeds Offer to Purchase" shall have the
           -----------------------------------------------
meaning set forth at Section 7.11(a) hereof.

          "Excess Debt Issuance Proceeds Purchase Date" shall have the meaning
           -------------------------------------------
set forth at Section 7.11(b) hereof.

          "Excess Proceeds" is defined in Section 8.05(b).
           ---------------

          "Excess Proceeds Offer" is defined in Section 8.05(c).
           ---------------------

          "Excess Proceeds Offer Price" is defined in Section 8.05(c).
           ---------------------------

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
           ------------
and the rules and regulations promulgated by the Commission thereunder.

          "Exchange and Registration Rights Agreement" is defined in the seventh
           ------------------------------------------
recital to this Agreement.

          "Exchange Notes" means the notes issued in the Exchange Offer.
           --------------

          "Exchange Offer" is defined in the Exchange and Registration Rights
           --------------
Agreement.

          "Exchange Offer Registration Statement" is defined in the Exchange and
           -------------------------------------
Registration Rights Agreement.

          "Exchange Shares" means the shares of Common Stock of the Company for
           ---------------
which the Initial LP Units and any Incremental LP Units shall be exchangeable
upon the Reorganization.

          "Existing Credit Facilities" shall mean the Loan Agreement dated as of
           --------------------------
August 28, 1998 among the Company, Amresco Commercial Finance, Inc., as Agent,
and the other financial institutions party thereto (as amended through the date
hereof).

          "Existing Credit Facilities Repayment" shall mean the repayment of all
           ------------------------------------
Indebtedness and cancellation of all commitments to make extensions of credit
under the Existing Credit Facilities.

                                      14
<PAGE>

          "Existing Investors" means the General Partner, the Existing Limited
           ------------------
Partners, Nassau Broadcasting Holdings, Inc., Mercatanti, Louis F. Mercatanti,
Jr., as Executor of the estate of Louis F. Mercatanti, Sr., Spectrum, TD,
Grotech and Rahn.

          "Existing Limited Partners" means Nassau Broadcasting Company, Inc.
           -------------------------
and Nassau Holdings, Inc.

          "Existing Notes" means the subordinated notes issued by the Company
           --------------
and the General Partner in favor of Spectrum, Grotech, Rahn and TD.

          "Existing Notes Repayment" means the repayment of all Indebtedness of
           ------------------------
the Company and the General Partner under the Existing Notes.

          "Existing Subsidiaries" means Opco, LicensCo, and Nassau Finance.
           ---------------------

          "Fair Market Value" means, with respect to any asset or property, the
           -----------------
price which could be negotiated in an arm's-length free market transaction, for
cash, between an informed and willing seller under no compulsion to sell and an
informed and willing buyer neither of which is under pressure or compulsion to
complete the transaction.  Fair market value shall be determined by the Board of
Directors of the Company or the applicable Restricted Subsidiary of the Company
acting in good faith evidenced by a board resolution thereof delivered to the
Noteholders.

          "FCC" shall mean the United Stated Federal Communications Commission
           ---
or any other similar or successor agency of the federal government administering
the Communication Act.

          "FCC Authorizations" shall mean the licenses, construction permits, or
           ------------------
other authorizations issued by the FCC necessary for the ownership and/or
operations of the Radio Stations as currently conducted.

          "Final Maturity Date" shall mean May 1, 2010.
           -------------------

          "First Contingent Payment" has the meaning set forth in the
           ------------------------
Partnership Agreement.

          "Foreign Plan" shall mean any employee benefit plan, program, policy,
           ------------
arrangement or agreement maintained or contributed to by, or entered into with,
any Company with respect to employees employed outside the United States.

          "Fourth Restated Partnership Agreement" means the Fourth Restated
           -------------------------------------
Agreement of Limited Partnership to be entered into among the General Partner,
the Existing Limited Partners and the Purchasers at the Issue Date,
substantially in the form of Exhibit E attached hereto.
                             ---------

          "Fully Diluted Basis" means, with respect to Equity Interests of the
           -------------------
Company, as of a particular time, the total outstanding Equity Interests of the
Company as of such time, determined by treating all outstanding options
(including options under the Option Agreement),

                                      15
<PAGE>

warrants and other rights for the purchase or other acquisition of Equity
Interests (whether or not then vested or exercisable) as having been exercised
and by treating all outstanding securities directly or indirectly convertible
into or exchangeable for Equity Interests of the Company (whether or not then
exercisable or convertible) as having been so converted or exchanged and by
measuring Equity Interests consisting of partnership interests without regard to
capital accounts with respect thereto.

          "GAAP" means, at any date of determination, generally accepted
           ----
accounting principles in effect in the United States which are applicable at the
date of determination and which are consistently applied for all applicable
periods.

          "General Partner" shall mean Nassau Broadcasting Partners, Inc. or any
           ---------------
successor in interest in its capacity as general partner of the Company for so
long as the Company is a Delaware limited partnership.

          "Governmental Authority" means (a) the government of the United States
           ----------------------
or any State or other political subdivision thereof, (b) any government or
political subdivision of any other jurisdiction in which the Company or any
Subsidiary conducts all or any part of its business, or which asserts
jurisdiction over any properties of the Company or any Subsidiary, or (c) any
entity exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to any such government.

          "Grotech" means Grotech Partners IV, L.P.
           -------

          "guarantee" means, as applied to any obligation, (i) a guarantee
           ---------
(other than by endorsement of negotiable instruments for collection in the
ordinary course of business), direct or indirect, in any manner, of any part or
all of such obligation and (ii) an agreement, direct or indirect, contingent or
otherwise, the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of non-performance) of all or
any part of such obligation, including, without limiting the foregoing, the
payment of amounts drawn down by letters of credit.  A guarantee shall include,
without limitation, any agreement to maintain or preserve any other Person's
financial condition or to cause any other Person to achieve certain levels of
operating results.

          "Hazardous Materials" shall mean any pollutant, contaminant, toxic,
           -------------------
hazardous or extremely hazardous substance, constituent or waste, or any other
constituent, waste, material, compound or substance subject to regulation under
any Environmental Law including, without limitation, petroleum or any petroleum
product, including crude oil or any fraction thereof, polychlorinated biphenyls,
urea-formaldehyde insulation and friable asbestos.

          "Holder" means any Noteholder or any Shareholder.
           ------

          "Incremental LP Units" has the meaning specified in Section 2.01
           --------------------
hereof.

          "Incremental LP Units Issue Date" means the 180/th/ day after the
           -------------------------------
Issue Date or such earlier date at which, as the context requires, either (x)
the Aurora Offer to Purchase is consummated or (y) Spectrum consummates the
Spectrum Equity Investment in connection with the closing of the Aurora
Acquisition.

                                      16
<PAGE>

          "incur" is defined in Section 8.04.
           -----

          "Indebtedness" means, with respect to any Person, without duplication,
           ------------
(a) all liabilities, contingent or otherwise, of such Person:  (i) for borrowed
money (including overdrafts), (ii) in connection with any letters of credit and
acceptances issued under letter of credit facilities, acceptance facilities or
other similar facilities, (iii) evidenced by bonds, notes, debentures or other
similar instruments, (iv) for the deferred purchase price of property or
services or created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person, or (v) for
Capitalized Lease Obligations; (b) all obligations of such Person under or in
respect of Interest Rate Agreements or Currency Agreements; (c) all indebtedness
referred to in (but not excluded from) the preceding clauses of other Persons
and all dividends of other Persons, the payment of which is secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien upon or with respect to property
(including, without limitation, accounts and contract rights) owned by such
Person, even though such Person has not assumed or become liable for the payment
of such Indebtedness (the amount of such obligation being deemed to be the
lesser of the value of such property or asset or the amount of the obligation so
secured); (d) all guarantees by such Person of Indebtedness referred to in this
definition of any other Person; and (e) all Redeemable Equity Interests of such
Person valued at the greater of its voluntary or involuntary maximum fixed
repurchase price plus accrued and unpaid dividends.  The amount of Indebtedness
of any Person at any date shall be the outstanding principal balance at such
date (or, in the case of a revolving credit or other similar facility, the total
amount of funds outstanding and/or available for borrowing on the date of
determination) of all unconditional obligations as described above and, with
respect to contingent obligations, the maximum liability upon the occurrence of
the contingency giving rise to the obligation; provided that the amount
outstanding at any time of any Indebtedness issued with original issue discount
shall equal the face amount of such Indebtedness less the remaining unamortized
portion of the original issue discount with respect to such Indebtedness at such
time as determined in conformity with GAAP.  For purposes hereof, the "maximum
fixed repurchase price" of any Redeemable Equity Interests which do not have a
fixed repurchase price shall be calculated in accordance with the terms of such
Redeemable Equity Interests as if such Redeemable Equity Interests were
purchased on any date on which Indebtedness shall be required to be determined
pursuant to this Agreement, and if such price is based upon, or measured by, the
fair market value of such Redeemable Equity Interests, such fair market value
shall be determined in good faith by the board of directors of the Person that
issued such Redeemable Equity Interests.  Notwithstanding the foregoing, trade
accounts and accrued liabilities arising in the ordinary course of business and
any liability for federal, state or local taxes or other taxes owed by such
Person shall not be considered Indebtedness for purposes of this definition.

          "Indemnified Person" is defined in Section 13.02(c).
           ------------------

          "Indenture" is defined in the Exchange and Registration Rights
           ---------
Agreement.

          "Independent Financial Advisor" means an investment banking firm of
           -----------------------------
national standing in the United States which, in the good-faith judgment of the
Board of Directors of the Company, is independent with respect to the Company
and its Affiliates and qualified to perform the task for which it is to be
engaged.

                                      17
<PAGE>

          "Initial LP Units" has the meaning specified in Section 2.01 hereof.
           ----------------

          "Initial NH Redemption Payment" means the payment by the Company to
           -----------------------------
Nassau Holdings Inc., as limited partner of the Company, on the Issue Date of
the first $2.5 million of the Total NH Redemption Payment in respect of the
redemption on the Issue Date of 54,111.04 Units of Partnership Interest held by
Nassau Holdings, Inc.

          "Institutional Accredited Investors" is defined in Section 9.01(a).
           ----------------------------------

          "Intellectual Property" means (a) all inventions and discoveries
           ---------------------
(whether patentable or unpatentable and whether or not reduced to practice), all
improvements thereto, and all patents, patent applications and patent
disclosures, together with all reissuances, continuations, continuations-in-
part, revisions, extensions and re-examinations thereof, (b) all trademarks,
service marks, trade dress, logos, trade names and corporate names, together
with all translations, adaptations, derivations and combinations thereof and
including all goodwill associated therewith, (c) all copyrightable works, all
copyrights and all applications, registrations and renewals in connection
therewith, (d) all broadcast rights, (e) all mask works and all applications,
registrations and renewals in connection therewith, (f) all know-how, trade
secrets and confidential business information, whether patentable or
unpatentable and whether or not reduced to practice (including ideas, research
and development, know-how, formulas, compositions and manufacturing and
production process and techniques, technical data, designs, drawings,
specifications, customer and supplier lists, pricing and cost information and
business and marketing plans and proposals), (g) all computer software
(including data and related documentation), (h) all other proprietary rights,
(i) all copies and tangible embodiments thereof (in whatever form or medium) and
(j) all licenses and agreements in connection therewith.

          "Interest Payment Date" is defined in Exhibit A.
           ---------------------                ---------

          "Interest Rate Agreements" means any interest rate protection
           ------------------------
agreements and other types of interest rate hedging agreements or arrangements
(including, without limitation, interest rate swaps, caps, floors, collars and
other similar agreements) designed solely to protect the Company or any
Restricted Subsidiary against fluctuations in interest rates in respect of
Indebtedness of the Company or any Restricted Subsidiary.

          "Investment" means, with respect to any Person, any direct or indirect
           ----------
advance, loan or other extension of credit or capital contribution to (by means
of any transfer of cash or other property to others or any payment for property
or services for the account or use of others), or any purchase, acquisition or
ownership by such Person of any Equity Interests, bonds, notes, debentures or
other securities or evidences of Indebtedness issued or owned by, any other
Person and all other items that would be classified as investments on a balance
sheet prepared in accordance with GAAP.  In addition, the fair market value of
the net assets of any Subsidiary at the time that such Subsidiary is designated
an Unrestricted Subsidiary shall be deemed to be an "Investment" made by the
Company in such Unrestricted Subsidiary at such time.  "Investments" shall
                                                        -----------
exclude extensions of trade credit on commercially reasonable terms in
accordance with normal trade practices.

                                      18
<PAGE>

          "Investors" means Spectrum, TD, Grotech and Rahn and their respective
           ---------
Affiliates.

          "IPO" means an initial Public Equity Offering of the Company's Equity
           ---
Interests.

          "IPO Proceeds" means the net proceeds of any IPO.
           ------------

          "Issue Date" means the original date of issue of the Units.
           ----------

          "Issuers" is defined in the preamble.
           -------

          "Legal Holiday" means a Saturday, a Sunday or a day on which banking
           -------------
institutions in The City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed.  If any payment date in
respect of the Notes is a Legal Holiday at a place of payment, payment may be
made at that place on the next succeeding day that is not a Legal Holiday, and
no interest shall accrue for the intervening period.

          "Lenders" means the lenders from time to time under the Bank Credit
           -------
Agreement.

          "LicensCo" means Nassau Broadcasting II, LLC, a Delaware limited
           --------
liability company.

          "Lien" means any mortgage, charge, pledge, lien (statutory or
           ----
otherwise), privilege, security interest, hypothecation, assignment for
security, claim, or preference or priority or other encumbrance upon or with
respect to any property of any kind, real or personal, movable or immovable, now
owned or hereafter acquired.  A Person shall be deemed to own subject to a Lien
any property which such Person has acquired or holds subject to the interest of
a vendor or lessor under any conditional sale agreement, capital lease or other
title retention agreement.

          "LMA Documents" shall mean the agreements listed on Schedule 1.01.
           -------------

          "LMA Licensees" shall mean (i) Manahawkin Communications Corporation-
           -------------
WCHR(FM); (ii) Port Jervis Broadcasting Company, Inc.-WDLC(AM) and WTSX(FM);
(iii) North Shore Broadcasting Corporation and Seashore Broadcasting
Corporation-WOBM(AM) and WOBM-FM; (iv) Multicultural Radio Broadcasting, Inc.-
WJHR(AM); and (v) Multicultural Radio Broadcasting, Inc.-WSBG(FM) and WVPO(AM).

          "LMA Option" shall mean Borrower's rights under the LMA Documents to
           ----------
acquire the assets described therein.

          "LMA Stations" shall mean (i) WCHR-FM, Trenton, NJ; (ii) WDLC(AM),
           ------------
Port Jervis, NY; (iii) WTSX(FM), Port Jervis, NY; (iv) WOBM(AM), Lakewood
Township, NJ; (v) WOBM-FM, Toms River, NJ; (vi) WJHR(AM), Flemington, NJ; (vii)
WSBG(FM), Stroudsburg, PA; and (viii) WVPO(AM), Stroudsburg, PA.

          "LP Units" shall mean Units as defined in the Fourth Restated
           --------
Partnership Agreement.

                                      19
<PAGE>

          "Material Adverse Effect" means a material adverse effect on (a) the
           -----------------------
business, management, operations, condition (financial or otherwise), assets or
prospects of the Company and its Subsidiaries taken as a whole, (b) the ability
of the Company or any Subsidiary to perform any of its material obligations
under any of the Transaction Documents, or (c) the validity or enforceability of
any Transaction Document.

          "Material Contracts" means any agreements, contracts or arrangements
           ------------------
between the Company or its Subsidiaries, on the one hand, and any third parties,
on the other, that are material to the business, management, operations,
affairs, condition (financial or otherwise), properties, assets, prospects or
results of operations of the Company and its Subsidiaries, taken as a whole.

          "Maturity" means, when used with respect to any Note, the date on
           --------
which the principal of such Note becomes due and payable as therein or herein
provided, whether at the Stated Maturity with respect to such principal or by
declaration of acceleration, call for redemption or otherwise (including in
connection with any offer to purchase that this Agreement requires the Company
to make).

          "Mercatanti" means Louis F. Mercatanti, Jr., an individual.
           ----------

          "Mezzanine Investors Stock Registration Rights Agreement" has the
           -------------------------------------------------------
meaning specified in the eighth recital to this Agreement.

          "Moody's" means Moody's Investors Service, Inc. and its successors.
           -------

          "Multiemployer Plan" shall mean a multiemployer plan within the
           ------------------
meaning of Section 4001(a)(3) of ERISA (i) to which any ERISA Entity is then
making or accruing an obligation to make contributions, (ii) to which any ERISA
Entity has within the preceding five plan years made contributions, including
any Person which ceased to be an ERISA Entity during such five year period, or
(iii) with respect to which the Company or any of its Subsidiaries could incur
liability.

          "Nassau Finance" means Nassau Finance Corp., a Delaware corporation
           --------------
and wholly owned subsidiary of the Company.

          "Net Cash Proceeds" means (a) with respect to any Asset Sale, the
           -----------------
proceeds thereof in the form of cash or Cash Equivalents including payments in
respect of deferred payment obligations when received in the form of, or stock
or other assets when disposed for, cash or Cash Equivalents (except to the
extent that such obligations are financed or sold with recourse to the Company
or any Restricted Subsidiary), net of (i) brokerage commissions and other fees
and expenses (including fees and expenses of legal counsel and investment banks)
related to such Asset Sale, (ii) provisions for all taxes payable as a result of
such Asset Sale, (iii) payments made to retire Indebtedness where payment of
such Indebtedness is secured by the assets or properties which are the subject
of such Asset Sale, (iv) amounts required to be paid to any Person (other than
the Company or any Restricted Subsidiary) owning a beneficial interest in the
assets subject to the Asset Sale and (v) appropriate amounts to be provided by
the Company or any Restricted Subsidiary, as the case may be, as a reserve
required in accordance with GAAP against any liabilities associated with such
Asset Sale and retained by the Company or any

                                      20
<PAGE>

Restricted Subsidiary, as the case may be, after such Asset Sale, including,
without limitation, pension and other post-employment benefit liabilities,
liabilities related to environmental matters and liabilities under any
indemnification obligations associated with such Asset Sale, all as reflected in
an officers' certificate delivered to the Holders and (b) with respect to any
capital contribution in respect of, or any issuance or sale of, Equity
Interests, or debt securities or Redeemable Equity Interests that have been
converted into or exchanged for Qualified Equity Interests, as referred to under
Section 8.02, the proceeds of such capital contribution or issuance or sale in
the form of cash or Cash Equivalents, including payments in respect of deferred
payment obligations when received in the form of, or stock or other assets when
disposed for, cash or Cash Equivalents (except to the extent that such
obligations are financed or sold with recourse to the Company or any Subsidiary
of the Company), net of attorney's fees, accountant's fees and brokerage,
consultation, underwriting and other fees and expenses, as applicable, actually
incurred in connection with such capital contribution or issuance or sale and
net of taxes paid or payable as a result thereof.

          "Noteholder" means a Person in whose name a Note is registered on the
           ----------
Security Register.

          "Notes" means the 13% (resetting to 14%) Senior Discount Notes due
           -----
2010 that are issued under this Agreement, as amended or supplemented from time
to time pursuant to this Agreement.

          "Notice of Default" is defined in Section 11.01(3).
           -----------------

          "NPL" means the National Priorities List under CERCLA.
           ---

          "Obligations" means any principal, premium, interest, Special Interest
           -----------
and other liabilities payable by the Company or any of the Restricted
Subsidiaries under or in respect of this Agreement or the Notes.

          "Officer" means, with respect to any Person, the President, Chief
           -------
Executive Officer or the Chief Financial Officer of such Person.

          "Officers' Certificate" means, with respect to any Person, a
           ---------------------
certificate signed by two Officers of such Person (or, if such Person is a
partnership, by two officers of the general partner of such partnership);
provided, however, that every Officers' Certificate with respect to compliance
with a covenant or condition provided for in this Agreement shall include (i) a
statement that the Officers making or giving such Officers' Certificate have
read such condition and any definitions or other provisions contained in this
Agreement relating thereto and (ii) a statement as to whether, in the opinion of
the signers, such condition has been complied with.

          "Option Agreement" means the Amended and Restated Option Agreement
           ----------------
dated as of April 27, 2000 among Nassau Broadcasting Company and the other
parties named therein, as amended from time to time.

          "outstanding" means, when used with respect to the Notes as of the
           -----------
date of determination, all Notes theretofore executed and delivered under this
Agreement, except:
           ------

                                      21
<PAGE>

          (i)    Notes theretofore canceled by the Company or the Trustee, as
     the case may be, or delivered to the Company or the Trustee, as the case
     may be, for cancellation;

          (ii)   Notes, or portions thereof, for whose payment or repayment at
     the option of the Noteholder money in the necessary amount has been
     theretofore set aside by the Company with a third party in trust for the
     holders of such Notes; provided that if such Notes are to be redeemed,
     notice of such redemption has been duly given as provided in this
     Agreement; and

          (iii)  Notes which have been paid pursuant to Section 10.08 or in
     exchange for or in lieu of which other Notes have been executed and
     delivered pursuant to this Agreement, other than any such Notes in respect
     of which there shall have been presented to the Company or the Trustee, as
     the case may be, proof satisfactory to it that such Notes are held by a
     bona fide purchaser in whose hands such Notes are valid obligations of the
     Company;

provided, however, that in determining whether the Holders of the requisite
principal amount at Maturity of the outstanding Notes have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Notes
owned by the Company or any other obligor upon the Notes or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
outstanding.  Notes so owned which have been pledged in good faith may be
regarded as outstanding if the pledgee establishes to the satisfaction of the
Required Holders the pledgee's right so to act with respect to such Notes and
that the pledgee is not the Company or any other obligor upon the Notes or any
Affiliate of the Company or of such other obligor.

          "Ownership Report" means, with respect to any of the Company Stations,
           ----------------
the reports and certifications filed with the FCC pursuant to 47 C.F.R. (S)
73.3615.

          "Pari Passu Indebtedness" means any Indebtedness of the Company which
           -----------------------
ranks pari passu in right of payment with the Notes.

          "Partnership Agreement" means the Second Restated Agreement of Limited
           ---------------------
Partnership of Nassau Broadcasting Partners, L.P., dated as of December 21,
1995, as amended by the Third Restated Agreement of Limited Partnership of
Nassau Broadcasting Partners, L.P., dated as of May 1, 2000.

          "Partnership Interests" means the partnership interests of the
           ---------------------
Company, including the capital accounts, rights to allocation of income, losses,
deductions, credits and distributions of cash flow and capital items of the
Company.

          "Paying Agent" means any Person (including the Company acting as
           ------------
Paying Agent) authorized by the Company to pay the principal or (or premium, if
any, on) or interest on any Notes on behalf of the Company.

          "Pension Plan" shall mean an employee pension benefit plan (other than
           ------------
a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Code or Section 302 of ERISA
and is maintained or contributed to by any ERISA Entity or with respect to which
any Company could incur liability.

                                      22
<PAGE>

          "Permits" means all licenses, permits, certificates of need, approvals
           -------
and authorizations from all Governmental Authorities required to lawfully
conduct a business as presently conducted.

          "Permitted Holders" means, as of the date of determination, (i) Nassau
           -----------------
Holdings, Inc. so long as controlled by Mercatanti or his Permitted Transferees,
(ii) Nassau Broadcasting Partners, Inc. so long as controlled by Mercatanti,
Rahn, Spectrum, Grotech, TD and (following the Aurora Acquisition) the Aurora
Investors and their respective Permitted Transferees, (iii) Nassau Broadcasting
Co., Inc., so long as controlled by Mercatanti and his Permitted Transferees and
(iv) Rahn, Spectrum, Grotech and TD.

          "Permitted Indebtedness" means any of the following:
           ----------------------

          (a) Indebtedness of any Restricted Subsidiary under the Bank Credit
     Agreement in an aggregate principal amount not to exceed $144,000,000 at
     any one time outstanding (minus the amount of any permanent repayments of
     term loans thereunder, and minus the amount by which any commitments under
     any revolving credit facility are permanently reduced);

          (b) Indebtedness of the Company pursuant to the Notes or the Exchange
     Notes;

          (c) Indebtedness of the Company owing to any Restricted Subsidiary
     (but only so long as such Indebtedness is held by such Restricted
     Subsidiary); provided that any Indebtedness of the Company owing to any
     such Restricted Subsidiary is subordinated in right of payment from and
     after such time as the Notes shall become due and payable (whether at
     Stated Maturity, by acceleration or otherwise) to the payment and
     performance of the Company's obligations under the Notes; provided further
     that any transaction pursuant to which any Restricted Subsidiary to which
     such Indebtedness is owed, ceases to be a Restricted Subsidiary shall be
     deemed to be an incurrence of such Indebtedness by such Restricted
     Subsidiary that is not permitted by this clause (c);

          (d) Indebtedness of the Company or any Restricted Subsidiaries
     consisting of guarantees, indemnities or obligations in respect of purchase
     price adjustments in connection with the acquisition of or disposition of
     assets, including, without limitation, shares of Equity Interests;

          (e) Indebtedness of the Company or any Restricted Subsidiary
     outstanding at the Issue Date;

          (f) Indebtedness of the Company or any Restricted Subsidiary under
     Currency Agreements and Interest Rate Agreements entered into in the
     ordinary course of business; provided that such agreements do not increase
     the Indebtedness of the obligor outstanding at any time other than as a
     result of fluctuations in foreign currency exchange rates or interest rates
     or by reason of fees, indemnities and compensation payable thereunder;

                                      23
<PAGE>

          (g) Indebtedness of the Company or any Restricted Subsidiary
     represented by Capitalized Lease Obligations or Purchase Money Indebtedness
     or other Indebtedness incurred or assumed in connection with the
     acquisition or development of real or personal movable or immovable
     property, in each case incurred for the purpose of financing or refinancing
     all or any part of the purchase price or cost of construction or
     improvement of property used in the business of the Company or such
     Restricted Subsidiary, in aggregate or principal amount not to exceed $2.0
     million at any one time outstanding; provided that the principal amount of
     any Indebtedness permitted under this clause (g) did not in each case at
     the time of incurrence exceed the Fair Market Value, as determined by the
     Company or such Restricted Subsidiary in good faith, of the property to
     which it relates;

          (h) Indebtedness of any Restricted Subsidiary to the Company or
     another Restricted Subsidiary;

          (i) any renewals, extensions, substitutions, refinancings or
     replacements (each, for purpose of this clause, a "refinancing") of any
                                                        -----------
     Indebtedness of the Company (including all or any part of the Notes) or any
     Restricted Subsidiary by the Company, or any refinancing of any
     Indebtedness of any Restricted Subsidiary by such Restricted Subsidiary,
     other than Indebtedness incurred pursuant to clauses (a), (c), (d), (f) and
     (g) of this definition, including any successive refinancings, so long as
     (i) any such new Indebtedness shall be in a principal amount that does not
     exceed the principal amount (or, if such Indebtedness being refinanced
     provides for an amount less than the principal amount thereof to be due and
     payable upon a declaration of acceleration thereof, such lesser amount as
     of the date of determination) so refinanced, plus the amount of any premium
     reasonably determined as necessary to accomplish such refinancing and the
     amount of expenses of the Company or such Restricted Subsidiary incurred in
     connection with such refinancing, (ii) in the case of any refinancing of
     Subordinated Indebtedness, such new Indebtedness is made subordinate to the
     Notes at least to the same extent as the Indebtedness being refinanced,
     (iii) in the case of any refinancing of Indebtedness that is pari passu in
     right of payment with the Notes, such new Indebtedness is made pari passu
     in right of payment with, or subordinate in right of payment to, the Notes
     and (iv) (A) if such indebtedness being refinanced has an Average Life
     longer than the Average Life of the Notes, such new Indebtedness has an
     Average Life longer than the Average Life of the Notes and a final Stated
     Maturity later than the final Stated Maturity of the Notes and (B) if such
     Indebtedness being refinanced has an Average Life shorter than the Average
     Life of the Notes, such Indebtedness has an Average Life no shorter than,
     and a Final Stated Maturity Date no shorter than, such Indebtedness being
     so refinanced;

          (j) Indebtedness of a Person that becomes a Restricted Subsidiary
     after the Issue Date; provided, however, that (1) such Acquired
     Indebtedness existed at the time such Person became a  Restricted
     Subsidiary and was not created in connection with or in anticipation
     thereof, (2) immediately after giving effect to the acquisition of such
     Person by Borrower no Default shall have occurred and be continuing, and
     (3) the aggregate amount of Indebtedness outstanding at any time pursuant
     to this clause (j) shall not exceed $2.0 million for all Restricted
     Subsidiaries;

                                      24
<PAGE>

          (k) so long as no Default exists at the time of incurrence thereof or
     would arise therefrom, guarantees in respect to third-party loans and
     advances to directors, officers or employees of the Company or any of its
     Restricted Subsidiaries and, in the case of loans or advances to finance
     the purchase of Equity Interests of the Company, to the immediate family
     members or relatives thereof, or trusts or partnerships for the benefit of
     any of the foregoing, or any of their heirs, executors, or legal
     representatives, (i) for travel and entertainment expenses incurred in the
     ordinary course of business, (ii) for relocation expenses incurred in the
     ordinary course of business or (iii) for any other purpose and, in the case
     of this clause (iii), in an aggregate principal amount (as to the Company
     and all its Restricted Subsidiaries), together with the aggregate amount of
     all Permitted Investments permitted under clause (f) of the definition of
     "Permitted Investments", of up to $500,000 outstanding at any time, plus
     the net cash proceeds received by the Company since the Issue Date from the
     issuance or sale of Equity Interests of the Company to any such Person; and

          (l) Indebtedness of the Company or any Restricted Subsidiary in
     addition to that permitted to be incurred pursuant to clauses (a) through
     (i) above in an aggregate principal amount not in excess of $2.0 million
     (or, to the extent not denominated in United States dollars, the United
     States Dollar Equivalent thereof) at any one time outstanding.

          "Permitted Investments" means any of the following:
           ---------------------

          (a) Investments in cash and Cash Equivalents;

          (b) Investments in the Company or any Restricted Subsidiary;

          (c) Investments by the Company or any Restricted Subsidiary in another
     Person, if as a result of such Investment (i) such other Person becomes a
     Wholly Owned Restricted Subsidiary or (ii) such other Person is merged or
     consolidated with or into, or transfers or conveys all or substantially all
     of its assets to, the Company or a Restricted Subsidiary;

          (d) Investments received as a part of the settlement of litigation or
     in satisfaction of extensions of credit to any Person otherwise permitted
     under this Agreement pursuant to the reorganization, bankruptcy or
     liquidation of any Person or a good faith settlement of debts with any
     Person in the ordinary course of business;

          (e) Investments in existence on the date of this Agreement; or

          (f) so long as no Default then exists or would arise therefrom,
     advances, loans or extensions of credit by the Company or any of its
     Restricted Subsidiaries to (1) officers, directors or employees of the
     Company or any of its Restricted Subsidiaries and, in the case of loans and
     advances to finance the acquisition of Equity Interests of the Company, to
     immediate family members or relatives thereof, or trusts or partnerships
     for the benefit of any of the foregoing, or any of their heirs, executors,
     or legal representatives, (i) in the ordinary course of business for travel
     and entertainment or relocation expenses, (ii) made after the Issue Date
     for other purposes, not to exceed (as to

                                      25
<PAGE>

     the Company and all its Restricted Subsidiaries), together with the amount
     of all guarantees permitted pursuant to clause (k) of the definition of
     "Permitted Indebtedness", $1.0 million in the aggregate outstanding at any
     time, plus the net cash proceeds received by the Company since the Issue
     Date from the issuance or sale of Equity Interests of the Company to any
     such Person and (iii) relating to indemnification or reimbursement of any
     officers, directors or employees in respect of liabilities relating to
     their serving in any such capacity or as otherwise specified in Section
     8.06, and (2) officers, directors or employees of the Company or any of its
     Restricted Subsidiaries in connection with stock option or other Equity
     Interest plans so long as (x) such loans do not involve cash payments by
     the Company or any of its Restricted Subsidiaries and (y) neither the
     Company nor any of its Restricted Subsidiaries incurs any obligations at
     any time to repurchase the stock or other Equity Interest so purchased.

          "Permitted Liens" means:
           ---------------

          (a) any Lien existing as of the date of this Agreement;

          (b) Liens on any property or assets of a Subsidiary granted in favor
     of the Company or any Restricted Subsidiary;

          (c) Liens securing the Notes;

          (d) any interest or title of a lessor under any Capitalized Lease
     Obligation or of a seller or lender under any Purchase Money Indebtedness
     permitted by this Agreement; provided that (i) the related Indebtedness
     shall not be secured by any property or assets of the Company or any
     Restricted Subsidiary other than the property and assets so acquired and
     (ii) the Lien securing such Indebtedness shall be created within 60 days of
     such acquisition;

          (e) Liens securing Indebtedness incurred under clause (a) of the
     definition of "Permitted Indebtedness";
                    ----------------------

          (f) statutory Liens or landlord's and carrier's, warehouseman's,
     mechanic's, supplier's, materialmen's, repairmen's or other like Liens
     arising in the ordinary course of business and with respect to amounts not
     yet delinquent or being contested in good faith by appropriate proceeding,
     if a reserve or other appropriate provision, if any, as shall be required
     in conformity with GAAP shall have been made therefor;

          (g) Liens for taxes, assessments, government charges or claims that
     are being contested in good faith by appropriate proceedings promptly
     instituted and diligently conducted and if a reserve or other appropriate
     provision, if any, as shall be required in conformity with GAAP shall have
     been made therefor;

          (h) Liens incurred or deposits made to secure the performance of
     tenders, bids, leases, statutory obligations, surety and appeal bonds,
     government contracts, performance bonds and other obligations of a like
     nature (including, without limitation, indefeasible rights to use) incurred
     in the ordinary course of business (other than contracts for the payment of
     money);

                                      26
<PAGE>

          (i) easements, servitudes, rights-of-way, restrictions (including,
     without limitation, zoning restrictions) and other similar charges or
     encumbrances not interfering in any material respect with the business of
     the Company or any Restricted Subsidiary incurred in the ordinary course of
     business;

          (j) Liens arising by reason of any judgment, decree or order of any
     court, so long as such Lien is adequately bonded and any appropriate legal
     proceedings which may have been duly initiated for the review of such
     judgment, decree or order shall not have been finally terminated or the
     period within which such proceedings may be initiated shall not have
     expired;

          (k) Liens securing Acquired Indebtedness permitted to be incurred
     under clause (j) of the definition of "Permitted Indebtedness" created
     prior to (and not in connection with or in contemplation of) the incurrence
     of such Indebtedness by the Company or any Restricted Subsidiary; provided
     that such Lien does not extend to any property or assets of the Company or
     any Subsidiary other than the assets acquired in connection with the
     incurrence of such Acquired Indebtedness;

          (l) Liens securing Interest Rate Agreements or Currency Agreements
     permitted to be incurred pursuant to clause (f) of the definition of

     "Permitted Indebtedness" or any collateral for the Indebtedness to which
     -----------------------
     such Interest Rate Agreements or Currency Agreements relate;

          (m) Liens with respect to assets of a Restricted Subsidiary granted by
     such Restricted Subsidiary to the Company or a Restricted Subsidiary to
     secure Indebtedness owing to the Company or such Restricted Subsidiary;

          (n) pledges and deposits made in the ordinary course of business in
     connection with workers' compensation, unemployment insurance and other
     types of statutory obligations;

          (o) leases, subleases, licenses or sublicenses granted to third
     Persons not interfering in any material respect with the business of the
     Company and its Restricted Subsidiaries; and

          (p) any extension, renewal or replacement, in whole or in part, of any
     Lien described in the foregoing clauses (a) through (o), provided that any
     such extension, renewal or replacement shall be no more restrictive in any
     material respect than the Lien so extended, renewed or replaced and shall
     not extend to any additional property or assets.

          "Permitted Transferees" means, with respect to any Person:  (i) the
           ---------------------
referent Person's parents, spouse, siblings, children (natural or adopted),
grandchildren or other issue; (ii) trusts the primary beneficiaries of which are
any of the foregoing Persons or any charitable organization designated by any of
them, which trusts are controlled, directly or indirectly, by the referent
Person and any of the Persons under clauses (i) or (iv); (iii) corporations,
partnerships, limited liability companies and other Persons if at least 80% of
the economic interest in any such Person is owned by the referent Person and any
of the Persons under clause (i), (ii) or (iii) or any

                                      27
<PAGE>

charitable organization designated by any of them; and (iv) in the case of any
Person in clause (i), the heirs, executors, administrators or personal
representatives upon the death of such Person or upon the incompetency or
disability of such Person for the purposes of the protection and management of
such individual's assets.

          "Person" means any individual, corporation, limited liability company,
           ------
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

          "Plan" is defined in Section 4.12(a).
           ----

          "Predecessor Note" of any particular Note means every previous Note
           ----------------
evidencing all or a portion of the same debt as that evidenced by such
particular Note.

          "Preferred Equity Interests" means, with respect to any Person, any
           --------------------------
and all shares, interests, participation or other equivalents (however
designated) of such Person's preferred or preference stock whether now
outstanding, or issued after the Issue Date, and including, without limitation,
all classes and series of preferred or preference stock of such Person.

          "Preferred Return Payment" means a payment in the amount of
           ------------------------
$2,957,581.36 to Nassau Broadcasting Company, as Limited Partner of the Company,
in full satisfaction of the First Contingent Payment and the Second Preferred
Amount.

          "Private Offering" is any offering by any of the Purchasers of some or
           ----------------
all of the Securities that are Registrable Securities without registration under
the Securities Act.

          "Proceeding" shall mean any claim, counterclaim, action, judgment,
           ----------
suit, hearing, governmental investigation, arbitration or proceeding, including
by or before any Governmental Authority and whether judicial or administrative.

          "Property" means any interest in any kind of property or asset,
           --------
whether real, personal or mixed, or tangible or intangible.

          "Public Equity Offering" means an underwritten public offering of
           ----------------------
Common Stock of the Company made by the Company pursuant to a registration
statement filed with and declared effective by the Commission in accordance with
the Securities Act resulting in gross proceeds to the Company (before deducting
any underwriting discounts and commissions) of at least $25.0 million.

          "PUHCA" is defined in Section 4.15.
           -----

          "Purchase Money Indebtedness" means Indebtedness of the Company or any
           ---------------------------
Restricted Subsidiaries incurred at any time within 90 days of, and for the
purpose of financing all or any part of the cost of, the construction,
expansion, installation, acquisition or improvement by the Company or any
Restricted Subsidiary of the Company of any new property used in the business of
the Company or such Restricted Subsidiary; provided that the proceeds of such
Indebtedness are expended for such purposes within such 90-day period; and
provided further that the Net Cash Proceeds from the issuance of such
Indebtedness does not exceed, as of

                                      28
<PAGE>

the date of incurrence of such Indebtedness, 100% of the lesser of cost or fair
market value of the property to which it relates.

          "Purchase Option" means the option to purchase LP Units granted to the
           ---------------
option holders named in the Option Agreement.

          "Purchase Price" is defined in Section 2.02.
           --------------

          "Purchaser" and "Purchasers" are defined in the preamble to this
           ---------       ----------
Agreement.

          "Purchaser Indemnified Person" is defined in Section 13.02(a).
           ----------------------------

          "Qualified Debt Issuance" means any issuance, whether in a public
           -----------------------
offering or a private placement, of debt securities of Opco or any other
Restricted Subsidiary of the Company which gives rise to a mandatory prepayment
under Section 2.11 of the Bank Credit Agreement.

          "Qualified Equity Interests" of any Person means any and all Equity
           --------------------------
Interests of such Person other than Redeemable Equity Interests and Preferred
Equity Interests in the Company.

          "Qualified Equity Issuance" means the issuance and sale of Qualified
           -------------------------
Equity Interests by the Company after the Issue Date, whether in an IPO, a
private placement or a combination of the foregoing, the aggregate Net Cash
Proceeds of which are at least sufficient to redeem the Notes in full in
accordance with the provisions of the first sentence of Section 12.03, provided
that the amount of Net Cash Proceeds received other than from an IPO account for
no more than 30% of the total Net Cash Proceeds received from such Qualified
Equity Issuance.

          "Qualified Institutional Buyer" means any Person that is a "qualified
           -----------------------------
institutional buyer" within the meaning of Rule 144A.

          "Radio Stations" means the Company Stations and the LMA Stations.
           --------------

          "Rahn" means Noel P. Rahn, an individual.
           ----

          "Recapitalization" is defined in the third recital to this Agreement.
           ----------------

          "Redeemable Equity Interests" means any class or series of Equity
           ---------------------------
Interests that, either by its terms, by the terms of any security into which it
is convertible or exchangeable or by contract or otherwise, is, or upon the
happening of an event or passage of time would be, required to be redeemed prior
to the final Stated Maturity of the Notes or is redeemable at the option of the
holder thereof at any time prior to such final Stated Maturity, or is
convertible into or exchangeable for debt securities at any time prior to such
final Stated Maturity; provided that any Equity Interests that would not
constitute Redeemable Equity Interests but for provisions thereof giving holders
thereof the right to require such Person to repurchase or redeem such Equity
Interests upon the occurrence of an "asset sale" or "change of control"
occurring prior to the Stated Maturity of the Notes shall not constitute
Redeemable Equity Interests if the "asset sale" or "change of control"
provisions applicable to such Equity Interests are no more favorable in any
material respect to the holders of such Equity Interests than the provisions
contained in

                                      29
<PAGE>

Sections 7.08 and 7.09 are to the Holders, and such Equity Interests
specifically provides that such Person will not repurchase or redeem any such
stock pursuant to such provision prior to the Company's repurchase of such Notes
as are required to be repurchased pursuant to the Sections 7.08 and 7.09.

          "Redemption Date" means, when used with respect to any Note to be
           ---------------
redeemed, the date fixed for such redemption by or pursuant to this Agreement.

          "Redemption Price", when used with respect to any Note to be redeemed,
           ----------------
means the price at which it is to be redeemed pursuant to this Agreement.

          "Registrable Securities" means the Securities and any other securities
           ----------------------
issued or issuable in exchange for the Securities. As to any particular
Registrable Securities, once issued such securities shall cease to be
Registrable Securities when (a) a registration statement with respect to the
sale of such securities shall have become effective under the Securities Act and
such securities shall have been disposed of in accordance with such registration
statement, (b) they shall have been distributed to the public pursuant to Rule
144 (or any successor provision) under the Securities Act, (c) they shall have
been otherwise transferred, new certificates for them not bearing a legend
restricting further transfer shall have been delivered by the Company and
subsequent disposition of them shall not require registration or qualification
of them under the Securities Act or any similar state law then in force, or (d)
they shall have ceased to be outstanding.

          "Registration Default" is defined in the Exchange and Registration
           --------------------
Rights Agreement.

          "Regular Record Date" is defined in Section 10.04.
           -------------------

          "Regulation S" means Regulation S under the Securities Act (or any
           ------------
successor provision), as it may be amended from time to time.

          "Reorganization" means a change in the form of organization of the
           --------------
Company from a limited partnership to a corporation, including the transfer of
all assets and liabilities of the Company to its corporate successor and all
other transactions consummated in connection therewith, in connection with the
IPO or at any time thereafter as required by the Mezzanine Investors Stock
Registration Rights Agreement.

          "Required Holders" means holders of more than 50% of the aggregate
           ----------------
principal amount at Maturity of outstanding Notes and Exchange Notes, provided
that for so long as Merrill Lynch owns more than 50% of the aggregate principal
amount at Maturity of outstanding Notes and Exchange Notes, Required Holders
shall mean holders of more than 66.66% of the aggregate principal amount at
Maturity of outstanding Notes and Exchange Notes.

          "Resale Materials" is defined in Section 9.02(c).
           ----------------

          "Restricted Payments" is defined in Section 8.02(a).
           -------------------

                                      30
<PAGE>

          "Restricted Subsidiary" means any Subsidiary of the Company that has
           ---------------------
not been designated by the Board of Directors of the Company, by a board
resolution delivered to the Noteholders, as an Unrestricted Subsidiary pursuant
to and in compliance with Section 8.17. Any such designation may be revoked by a
board resolution of the Board of Directors of the Company delivered to the
Noteholders, subject to the provisions of Section 8.17.

          "Revocation" is defined in Section 8.17(b).
           ----------

          "Rule 144" means Rule 144 under the Securities Act (or any successor
           --------
provision), as it may be amended from time to time.

          "Rule 144A" means Rule 144A under the Securities Act (or any successor
           ---------
provision), as it may be amended from time to time.

          "Second Amended and Restated Securityholders Agreement" means the
           -----------------------------------------------------
Second Amended and Restated Securityholders Agreement to be entered into as of
the Issue Date by and among the Company, the Existing Investors and the
Purchasers, substantially in the form of Exhibit D attached hereto.
                                         ---------

          "Second Preferred Amount" has the meaning set forth in the Partnership
           -----------------------
Agreement.

          "Securities" is defined in the first recital to this Agreement.
           ----------

          "Securities Act" means the Securities Act of 1933, as amended, and the
           --------------
rules and regulations promulgated by the Commission thereunder.

          "Security" means any of the Notes or the Shares.
           --------

          "Security Register" has the meaning given to such term in Section
           -----------------
10.05(a).

          "Shareholder" means any Person in whose name a Share is registered.
           -----------

          "Shares" has the meaning specified in the first recital hereto.
           ------

          "Shelf Registration Statement" is defined in the Exchange and
           ----------------------------
Registration Rights Agreement.

          "Significant Subsidiary" means, at any date of determination, any
           ----------------------
Restricted Subsidiary that, together with its subsidiaries, (i) for the most
recent fiscal year of the Company accounted for more than 10% of the
consolidated revenues of the Company and the Restricted Subsidiaries, or (ii) as
of the end of such fiscal year, was the owner of more than 10% of the
consolidated assets of the Company and the Restricted Subsidiaries, in each case
as set forth on the most recently available consolidated financial statements of
the Company and the Restricted Subsidiaries for such fiscal year.

          "Solvent" means, with respect to any Person as of the date of any
           -------
determination, that on such date (a) such Person is able to pay its debts and
other liabilities, contingent

                                      31
<PAGE>

obligations and other commitments as they mature in the normal course of
business, (b) such Person does not intend to, and does not believe that it will,
incur debts or liabilities beyond such Person's ability to pay as such debts and
liabilities mature, and (c) such Person is not engaged in a business or a
transaction, and is not about to engage in a business or a transaction, for
which such Person's property would constitute unreasonably small capital after
giving due consideration to current and anticipated future capital requirements
and current and anticipated future business conduct and the prevailing practice
in the industry in which such Person is engaged. In computing the amount of
contingent liabilities at any time, such liabilities shall be computed as the
amount which, in light of the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability.

          "Special Interest" is defined in the Exchange and Registration Rights
           ----------------
Agreement.

          "Spectrum" means Spectrum Equity Investors, L.P. and Spectrum Equity
           --------
Investors II, L.P., and their respective successors.

          "Spectrum Equity Commitment Letter" shall mean the commitment letter
           ---------------------------------
dated as of May 1, 2000 from Spectrum to Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, on behalf of the lenders under the Bank
Credit Agreement, and Merrill Lynch Capital Corporation, on behalf of the
Purchasers under this Agreement, pursuant to which Spectrum commits to make an
equity contribution to the Company of $85 million to finance the Aurora
Acquisition and $27 million to finance the Allentown Acquisition.

          "Spectrum Equity Investment" shall mean, as the context requires, an
           --------------------------
additional equity investment(s) in the Company made by Spectrum after the Issue
Date pursuant to the Spectrum Equity Commitment Letter (x) in the amount of $85
million in respect of the Aurora Acquisition, (y) in the amount of $27 million
in respect of the Allentown Acquisition, or (z) cumulatively in the amount of
$112 million in respect of the Acquisitions.

          "Spectrum Notes Take-Out Commitment Letter" means the commitment
           -----------------------------------------
letter dated as of May 1, 2000 from Spectrum to Merrill Lynch Capital
Corporation, on behalf of the Purchasers under this Agreement, evidencing
Spectrum's commitment in favor of the Purchasers to make an equity contribution
to the Company in such amount as shall be necessary to enable the Company to
consummate the Aurora Offer to Purchase.

          "Spectrum Notes Take-Out Investment" means an equity investment made
           ----------------------------------
by Spectrum after the Issue Date pursuant to the Spectrum Notes Take-Out
Commitment Letter to enable the Company to consummate the Aurora Offer to
Purchase.

          "Stated Maturity" means, with respect to any Note or any installment
           ---------------
of interest thereon, the dates specified in such Note as the fixed date on which
the principal of such Note or such installment of interest is due and payable,
and when used with respect to any other Indebtedness, means the date specified
in the instrument governing such Indebtedness as the fixed date on which the
principal of such Indebtedness or any installment of interest thereon is due and
payable.

          "Subordinated Indebtedness" means Indebtedness of the Company which is
           -------------------------
expressly subordinated in right of payment to the Notes.

                                      32
<PAGE>

          "Subsequent Purchaser" is defined in Section 4.13(a).
           --------------------

          "Subsidiary" means any Person a majority of the equity ownership or
           ----------
Voting Equity Interests of which is at the time owned, directly or indirectly,
by the Company or by one or more other Subsidiaries or by the Company and one or
more other Subsidiaries.

          "Successor Company" is defined in Section 8.11.
           -----------------

          "Tax Returns" means all returns, declarations, reports, estimates,
           -----------
information returns and statements required to be filed in respect of any Taxes.

          "Taxes" is defined to mean any tax, duty, levy, impost, assessment or
           -----
other governmental charge (including penalties, interest and any other
liabilities related thereto).

          "TD" means Toronto Dominion Capital (U.S.A.), Inc. and its successors
           --
in interest.

          "Term Loan Facilities" means the term loan facilities under the Bank
           --------------------
Credit Agreement.

          "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-
           ---
77bbbb) as in effect on the date on which the Indenture is qualified under the
TIA.

          "Time Brokerage Agreements" shall mean the (i) Time Brokerage
           -------------------------
Agreement, dated February 12, 1997 between Manahawkin Communications Corporation
and Nassau Broadcasting Partners, L.P.; (ii) Time Brokerage Agreement, dated
August 1, 1998 between Port Jervis Broadcasting Company, Inc. and Nassau
Broadcasting Partners, L.P.; (iii) Time Brokerage Agreement dated July 1, 1996
between Nassau Broadcasting Partners, L.P. and North Shore Broadcasting
Corporation and Seashore Broadcasting Corporation; (iv) Time Brokerage
Agreement, dated January 21, 1999 between Multicultural Radio Broadcasting, Inc.
and Nassau Broadcasting Partners, L.P.; and (v) Time Brokerage Agreement, dated
November 12, 1998 between Multicultural Radio Broadcasting, Inc. and Nassau
Broadcasting Partners, L.P.

          "Total NH Redemption Payment" means the payment by the Company to
           ---------------------------
Nassau Holdings, Inc., as limited partner, of $7.5 million in respect of the
redemption on the Issue Date of 54,111.04 units of Partnership Interest held by
Nassau Holdings, Inc.

          "Transaction Documents" means, collectively, this Agreement, the
           ---------------------
Exchange and Registration Rights Agreement, the Mezzanine Investors Stock
Registration Rights Agreement, the Fourth Restated Partnership Agreement, the
Second Amended and Restated Securityholders Agreement, the Amendment to Restated
Investment Agreement, the Notes, the Exchange Notes, and all certificates,
instruments, financial and other statements and other documents made or
delivered in connection herewith and therewith.

          "Transactions" means, collectively, the transactions provided for in,
           ------------
or contemplated by, the Transaction Documents.

          "United States" shall have the meaning assigned to such term in
           -------------
Regulation S.

                                      33
<PAGE>

          "United States Dollar Equivalent" means, with respect to any monetary
           -------------------------------
amount in a currency other than the United States dollar, at any time for the
determination thereof, the amount of United States dollars obtained by
converting such foreign currency involved in such computation into United States
dollars at the spot rate for the purchase of United States dollars with the
applicable foreign currency as quoted by Reuters at approximately 11:00 a.m.
(New York City time) on the date not more than two business days prior to such
determination. For purposes of determining whether any Indebtedness can be
Incurred (including Permitted Indebtedness), any Investment can be made and any
transaction described in Section 8.02 or 8.04 can be undertaken (a "Tested
                                                                    ------
Transaction"), the United States Dollar Equivalent of such Indebtedness,
-----------
Investment or transaction described in Section 8.02 or 8.04 shall be determined
on the date Incurred, made or undertaken and no subsequent change in the United
States Dollar Equivalent shall cause such Tested Transaction to have been
incurred, made or undertaken in violation of this Agreement.

          "Units" is defined in the first recital to this Agreement.
           -----

          "Unrestricted Subsidiary" means (a) any Subsidiary that at the time of
           -----------------------
determination shall be an Unrestricted Subsidiary (as designated by the Board of
Directors, as provided below) and (b) any Subsidiary of an Unrestricted
Subsidiary. The Board of Directors may designate any Subsidiary (including any
newly acquired or newly formed Subsidiary, but excluding Opco) to be an
Unrestricted Subsidiary so long as (i) neither the Company nor any other
Subsidiary is directly or indirectly liable for or provides credit support for
or guarantees any Indebtedness of such Subsidiary except to the extent otherwise
permitted as an investment in an Unrestricted Subsidiary, pursuant to Section
8.02(b)(6), (ii) no default with respect to any Indebtedness of such Subsidiary
would permit (upon notice, lapse of time or otherwise) any holder of any other
Indebtedness of the Company or any other Subsidiary to declare a default on such
other Indebtedness or cause the payment thereof to be accelerated or payable
prior to its stated maturity, (iii) any Investment in such Subsidiary made as a
result of designating such Subsidiary an Unrestricted Subsidiary will not
violate the provisions of Section 8.17, (iv) neither the Company nor any other
Subsidiary has a contract, agreement, arrangement, understanding or obligation
of any kind, whether written or oral, with such Subsidiary other than those that
might be obtained at the time from persons who are not Affiliates of the Company
and (v) neither the Company nor any other Subsidiary has any obligation (1) to
subscribe for additional shares of Equity Interests or other equity interest in
such Subsidiary or (2) to maintain or preserve such Subsidiary's financial
condition or to cause such Subsidiary to achieve certain levels of operating
results. Any such designation by the Board of Directors shall be evidenced to
the Holders by delivering to the Holders an Officer's Certificate attaching a
board resolution giving effect to such designation. The Board of Directors may
designate any Unrestricted Subsidiary as a Restricted Subsidiary if, immediately
after giving effect to such designation, there would be no Default or Event of
Default under this Agreement and the Company could incur $1.00 of additional
Indebtedness (other than Permitted Indebtedness) pursuant to Section 8.04. In no
event shall the Existing Subsidiaries be designated as Unrestricted
Subsidiaries.

          "Voting Equity Interests" means, with respect to any Person, any class
           -----------------------
or classes of Equity Interests pursuant to which the holders thereof have the
general voting power under ordinary circumstances to elect at least a majority
of the board of directors, managers, trustees or other voting members of the
governing body of such Person (irrespective of whether or not, at

                                      34
<PAGE>

the time, stock of any other class or classes shall have, or might have, voting
power by reason of the happening of any contingency).

          "Wholly Owned" means, with respect to any Subsidiary, such Subsidiary
           ------------
if all the outstanding Equity Interests of such Subsidiary (other than any
directors' qualifying shares) is owned directly by the Company or by the Company
and one or more Wholly Owned Restricted Subsidiaries.

          "Withdrawal Liability" shall mean liability to a Multiemployer Plan as
           --------------------
a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part 1 of Subtitle E of Title IV of ERISA.

          1.02.  Computation of Time Periods. For purposes of computation of
          ----------------------------------
periods of time hereunder, the word "from" means "from and including" and the
words "to" and "until" each mean "to but excluding".

          1.03.  Accounting Terms. Accounting terms used but not otherwise
                 ----------------
defined herein shall have the meanings provided, and be construed in accordance
with, GAAP.

          1.04.  Calculations. Solely for purposes of satisfying the 7.5 to
                 ------------
1 Consolidated Leverage Ratio requirement set forth in Sections 8.04(a) and
8.11(iii), until the earlier of (x) 180 days after the Issue Date and (y) the
termination of the Allentown Acquisition Agreement (in the case of clause (ii)
below) or the closing thereof and the termination of the Aurora Acquisition
Agreement (in the case of clause (i) below) or the closing thereof, Consolidated
EBITDA, Consolidated Interest Expense and Consolidated Leverage Ratio shall be
calculated on a pro forma basis after giving effect to (i) the Aurora
Acquisition, the Aurora Debt Repayment and the borrowings under the Term Loan
Facilities for financing thereof and (ii) the Allentown Acquisition.


                                   ARTICLE 2

                AUTHORIZATION, ISSUANCE AND SALE OF SECURITIES

          2.01.  Authorization of Issue.
          -----------------------------

          (a)  (i)  The Company has authorized the issue and sale of 117,359
Units each consisting of (i) $1,000 aggregate principal amount at maturity of
13% (resetting to 14%) Senior Discount Notes due 2010 in the form of Exhibit A
                                                                     ---------
hereto and (ii) 0.1644856 Initial LP Units (which may be adjusted by any
Antidilutive Initial LP Units issued pursuant to Section 2.01(a)(ii)) plus a
number of Incremental LP Units determined as provided in this clause (a). An
aggregate amount of 19,303.86 LP Units (or 0.1644856 LP Units per Unit),
representing 2.0% of the aggregate Equity Interests of the Company on a Fully
Diluted Basis as of the Issue Date, will be issued at the Issue Date (the
Initial LP Units").  Additional LP Units (the "Incremental LP Units")
-----------------                              --------------------
representing (x) an additional 3.5% of the aggregate Equity Interests of the
Company on a Fully Diluted Basis as of the Incremental LP Units Issue Date will
be issued on the Incremental LP Units Issue Date if the Notes are not redeemed
in full at such date with the Net Cash Proceeds of a Qualified Equity Issuance
in accordance with the provisions of the first sentence of Section 12.03(a) and
the Aurora Acquisition has been consummated, or (y) an additional 1.75%

                                      35
<PAGE>

of the aggregate Equity Interests of the Company on a Fully Diluted Basis as of
the Incremental LP Units Issue Date will be issued upon consummation by the
Company of the repurchase of Notes having an aggregate Accreted Value of 50% of
the total Accreted Value of Notes then outstanding pursuant to the Aurora Offer
to Purchase, with such number of Incremental LP Units, in the case of either (x)
or (y), being calculated in accordance with Section 2.01(a)(ii). No Incremental
LP Units or Antidilutive Initial LP Units will be issued if the Notes are
redeemed in full in accordance with the provisions of Section 12.03(a) out of
the Net Cash Proceeds of a Qualified Equity Issuance on or prior to the 180/th/
day after the Issue Date.

          (ii)      The percentage of aggregate Equity Interests of the Company
     on a Fully Diluted Basis represented by the Initial LP Units shall be
     subject to dilution from 2.00%, immediately after the Issue Date to, in the
     case where the Aurora Acquisition and the Allentown Acquisition are
     consummated with the proceeds of the Spectrum Equity Investment pursuant to
     the Spectrum Equity Commitment Letter, no less than .09% immediately after
     giving effect to such Spectrum Equity Investment. In no event shall the
     Initial LP Units be subject to dilution by any Incremental LP Units that
     may be issued pursuant to clause (a)(i) above. In order to avoid any
     dilution of the Initial LP Units by any Incremental LP Units issued
     pursuant to this Section 2.01(a), upon any issuance of Incremental LP
     Units, such number of additional LP Units ("Antidilutive Initial LP Units")
                                                 -----------------------------
     shall be issued concurrently to the Purchasers in an amount determined in
     accordance with the formula set forth in Section 2.01(a)(iii).

          (ii)      The number of Incremental LP Units and Antidilutive Initial
     LP Units to be issued pursuant to clause (a)(i) above shall be calculated
     on a Fully Diluted Basis as of the Incremental LP Units Issue Date after
     giving effect to the dilution resulting from any Equity Interests issued on
     or prior to the Incremental LP Units Issue Date (x) to the Aurora Investors
     in connection with the consummation of the Aurora Acquisition, (y) to
     Spectrum in connection with Spectrum Equity Investments in respect of the
     Aurora Acquisition, the Allentown Acquisition or both Acquisitions or (z)
     to Spectrum in connection with the Spectrum Notes Take-Out Investment,
     applying the following formulas and the relevant valuations per LP Unit
     reflected in Schedule 2.01 attached hereto:
                  -------------


                          ILP = ( X / ( 1 - ( W + Y + Z ) ) ) * W
                      AILP = ( ( X / ( 1 - ( W + Y + Z ) ) ) * Y ) - V
                     AAILP = ( ( X / ( 1 - ( W + Y + Z ) ) ) * Z ) - U

     Where:

     ILP =    the number of Incremental LP Units to be issued
     AILP =   the number of Antidilutive Initial LP Units to be issued
     AAILP =  the number of Antidilutive Aurora Investor LP Units to be issued
     U =      the number of Aurora Investor LP units outstanding immediately
              prior to the Incremental LP Units Issue Date
     V =      the number of Initial LP Units outstanding immediately prior to
              the Incremental LP Units Issue Date
     W =      a fraction of the total units of Partnership Interest outstanding
              on a Fully

                                      36
<PAGE>

              Diluted Basis at the Incremental LP Issue Date equal to (i) .035
              in the event no Qualified Equity Issuance has occurred before such
              date and the Aurora Acquisition has been consummated or (ii) .0175
              in the event no Qualified Equity Issuance has occurred before such
              date and the Aurora Offer to Purchase has been consummated
     X =      the number of units of Partnership Interest outstanding on a Fully
              Diluted Basis immediately prior to the Incremental LP Units Issue
              Date, minus the Initial LP Units outstanding immediately prior to
              the Incremental LP Units Issue Date minus the Aurora Investor LP
              Units outstanding immediately prior to the Incremental LP Units
              Issue Date
     Y =      a fraction, the numerator of which is the total number of Initial
              LP Units outstanding immediately prior to the Incremental LP Units
              Issue Date and the denominator of which is the total number of
              units of Partnership Interest outstanding on a Fully Diluted Basis
              immediately prior to the Incremental LP Units Issue Date
     Z =      a fraction, the numerator of which shall equal the total number of
              Aurora Investor LP Units outstanding immediately prior to the
              Incremental LP Units Issue Date, and the denominator of which
              shall equal the total number of units of Partnership Interest
              outstanding on a Fully Diluted Basis immediately prior to the
              Incremental LP Units Issue Date

     By way of example and solely for illustrative purposes (as reflected in
     Schedule 2.01), assuming that the aggregate percentage interest of the
     -------------
     Initial LP Units on a Fully Diluted Basis immediately prior the Incremental
     LP Units Issue Date was 0.9428%, the Incremental LP Units would be
     calculated as follows:

     ILP =    ( X / ( 1 - ( W + Y + Z ))) * W
     ILP =    (( 2,047,413.610750 - 19,303.856333 - 257,671.617648 ) / ( 1 -
              (.03500000 + ( 19,303.856333 / 2,047,413.610750 ) + (
              257,671.617648 / 2,047,413.610750 )))) * .03500000
     ILP =    ( 1,770,438.136769 / ( 1 - (.03500000 + .00942841 + .12585225 )))
              * .03500000
     ILP =    ( 1,770,438.136769 / ( 1 - .17028066 )) * .03500000
     ILP =    ( 1,770,438.136769 / .82971934 ) * .03500000
     ILP =    2,133,779.533910 * .03500000
     ILP =    74,682.28 units

     the Antidilutive Initial LP Units would be calculated as follows:

     AILP =   (( X / ( 1 - ( W + Y + Z ))) * Y ) - V
     AILP =   ((( 2,047,413.610750 - 19,303.856333 - 257,671.617648 ) / ( 1 -
              (.03500000 + ( 19,303.856333 / 2,047,413.610750 ) + (
              257,671.617648 / 2,047,413.610750 )))) * ( 19,303.856333 /
              2,047,413.610750 )) - 19,303.856333
     AILP =   (( 1,770,438.136769 / ( 1 - (.03500000 + .00942841 + .12585225 ))
              ) * .00942841 ) - 19,303.856333
     AILP =   (( 1,770,438.136769 / ( 1 - .17028066 )) * .00942841 ) - 19,303.8
              56333

                                      37
<PAGE>

     AILP =    (( 1,770,438.136769 / .82971934 ) * .00942841 ) - 19,303.856333
     AILP =    ( 2,133,779.533910 * .00942841 ) - 19,303.856333
     AILP =    20,118.1482953 - 19,303.856333
     AILP =    814.29 units

     and the Antidilutive Aurora Investor LP Units would be calculated as
     follows:

     AAILP =   (( X / ( 1 - ( W + Y + Z ))) * Z ) - U
     AAILP =   ((( 2,047,413.610750 - 19,303.856333 - 257,671.617648 ) / ( 1 -
               (.03500000 + ( 19,303.856333 / 2,047,413.610750 ) + (
               257,671.617648 / 2,047,413.610750 ) ) ) ) * ( 257,671.617648 /
               2,047,413.610750 ) ) - 257,671.617648
     AAILP =   (( 1,770,438.136769 / ( 1 - (.03500000 + .00942841 + .12585225 )
               )) * .12585225 ) - 257,671.617648
     AAILP =   (( 1,770,438.136769 / ( 1 - .17028066 )) * .12585225 ) - 257,671
               .617648
     AAILP =   (( 1,770,438.136769 / .82971934 ) * .12585225 ) - 257,671.617648
     AAILP =   ( 2,133,779.533910 * .12585225 ) - 257,671.617648
     AAILP =   268,540.955347 - 257,671.617648
     AAILP =   10,869.34 units

          (iv)      If at any time after the Incremental LP Units Issue Date the
     Company shall issue or sell any additional Equity Interests for a
     consideration per share or unit of the Equity Interests less than the
     Current Market Value per share or unit of Equity Interests, such number of
     Incremental LP Units (or shares of Common Stock into which such Incremental
     LP Units are converted upon a Reorganization) to which the Purchasers shall
     be entitled hereunder shall be adjusted by multiplying (A) such number of
     Incremental LP Units by (B) a fraction, (1) the numerator of which shall be
     the number of outstanding LP Units (or shares of Common Stock into which
     such LP Units are converted upon a Reorganization) determined on a Fully
     Diluted Basis immediately prior to the issuance of such additional Equity
     Interests plus the number of additional Equity Interests so issued and (2)
     the denominator of which shall be the number of outstanding LP Units (or
     shares of Common Stock into which such LP Units are converted upon a
     Reorganization) immediately prior to the issuance of such additional Equity
     Interests plus the number of LP Units (or shares of Common Stock into which
     such LP Units are converted upon a Reorganization) which the aggregate
     consideration for the total number of such additional Equity Interests so
     issued would purchase at the Current Market Value per share or unit of
     Equity Interests. In addition, if any issuance of Equity Interests to the
     Aurora Investors related to the Aurora Acquisition or to Spectrum related
     to the Spectrum Equity Investment or the Spectrum Notes Take-Out Investment
     occurs after the Incremental LP Units Issue Date, the Company agrees to
     make an equitable adjustment to the number of Incremental LP Units and
     Antidilutive Initial LP Units previously issued to the Purchasers so that
     the Purchasers shall derive the same economic benefit as they would have
     had if each such issuance had occurred prior to the Incremental LP Units
     Issue Date, assuming an implied equity value of the Company and value per
     LP Unit at the date of each such issuance as reflected on Schedule 2.01 in
                                                               -------------
     the rows "Implied Equity Value" and "Implied Equity
     Value/Unit."

                                      38
<PAGE>

          (b)  The Notes and the LP Units will not be separately transferable
until the Separability Date. "Separability Date" shall mean the earliest to
                              ----------------
occur of: (i) the 180th day from the Issue Date, (ii) the date on which a
registration statement under the Securities Act with respect to a registered
exchange offer for the Notes is declared effective under the Securities Act,
(iii) the occurrence of an Event of Default, (iv) an IPO or (v) such earlier
date as determined by the Required Holders in their sole discretion and
specified to the Company in writing.  Notwithstanding the foregoing, in the
event a Change of Control is proposed and the Company commences a Change of
Control Offer prior to the Separability Date, as determined by the preceding
sentence, the Separability Date shall be such earlier date of commencement.

          2.02.  Sale. On the basis of the representations and warranties herein
          -----------
contained and subject to the terms and conditions herein set forth, the Company
agrees to sell to each Purchaser, and each Purchaser, acting severally and not
jointly, agrees to purchase from the Company, the number of Units set forth in
Schedule A opposite the name of such Purchaser at a purchase price (the
----------
"Purchase Price") of $511.26 for each Unit.
 --------------

          2.03.  Closing. The purchase and sale of Securities pursuant to this
          --------------
Agreement shall occur at the offices of Skadden Arps Slate Meagher & Flom LLP,
New York City time, on May 4, 2000, or such other time as shall be agreed upon
by the Purchasers and the Company (such time and date of payment and delivery
being herein called the "Closing Time"). At the Closing Time, the Company will
                         ------------
deliver to each Purchaser certificates for the Securities to be purchased by
such Purchaser at the Closing Time, in such denominations (in the case of the
Notes any integral multiple of $1,000 principal amount at maturity) as such
Purchaser may request, dated the Closing Time and registered in such Purchaser's
name, against payment by such Purchaser to the Company by wire transfer of
immediately available funds in the amount of the Purchase Price to be paid by
such Purchaser therefor to such bank account or accounts as the Company may
request in writing at least two Business Days prior to the Closing Time.

          2.04.  Allocation of Purchase Price. For all income tax purposes, the
          -----------------------------------
Company and the Purchasers agree that the Purchase Price paid by each Purchaser
shall be allocable as follows: $488.91 to each $1,000 principal amount at
maturity of Notes and $22.34 to each LP Unit.

                                   ARTICLE 3

                             CONDITIONS TO CLOSING

          Each Purchaser's several obligation to purchase and pay for the
Securities to be purchased by it at the Closing Time is subject to the
satisfaction or waiver by each Purchaser prior to or at the Closing Time of each
of the conditions specified below in this Section 3:

          3.01.  Representations and Warranties. Each of the representations and
          -------------------------------------
warranties of the Company in this Agreement and in each of the other Transaction
Documents shall be true and correct when made and at and as of the Closing Time
as if made on and as of the Closing Time (unless expressly stated to relate to a
specific earlier date, in which case such representations and warranties shall
be true and correct as of such earlier date and, in any such case, there shall
not have occurred since such date and prior to the Closing Time any

                                      39
<PAGE>

developments with respect to the subject matter of any such representation and
warranty which would have a Material Adverse Effect as determined by the
Purchasers in their reasonable judgment).

          3.02. Performance; No Default Under Other Agreements. The Company
          ----------------------------------------------------
shall have performed and complied in all material respects with all agreements
and conditions contained in this Agreement and each of the other Transaction
Documents required to be performed or complied with by any of them prior to or
at the Closing Time, and after giving effect to the issue and sale of the
Securities and the other Transactions (and the application of the proceeds
thereof as contemplated by Section 4.17 hereof and the other Transaction
Documents), no Default or Event of Default shall have occurred and be continuing
and no default or event of default shall have occurred and be continuing under
any of the other Transaction Documents.

          3.03.  Compliance Certificates.
          ------------------------------

          (a)  Officers' Certificate. The Company shall have delivered to the
          --------------------------
Purchasers an Officers' Certificate, dated the Closing Time, in the form of
Exhibit G hereto, certifying that the conditions specified in Sections 3.01,
---------
3.02, 3.05, 3.06, 3.07, 3.09, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15 and 3.16 have
been fulfilled.

          (b)  Secretary's Certificate. The Issuers shall have delivered to the
          ----------------------------
Purchasers a certificate substantially in the form of Exhibit H hereto
                                                      ---------
certifying as to the Company's certificate of limited partnership and
partnership agreement and resolutions of the General Partner attached thereto,
the incumbency and signatures of certain officers of the Company and the General
Partner and other proceedings of the Company relating to the authorization,
execution and delivery of the Securities, this Agreement, the Exchange and
Registration Rights Agreement, the Mezzanine Investors Stock Registration Rights
Agreement, the Second Amended and Restated Securityholders Agreement, the Fourth
Restated Partnership Agreement, the Amendment to Restated Investment Agreement
and the other Transaction Documents to the extent the Company is a party
thereto.

          3.04.  Opinions of Counsel. Such Purchaser shall have received the
          --------------------------
favorable opinions in form and substance satisfactory to it, dated the Closing
Time, from (i) Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the
Company, substantially in the form set forth in Exhibit I and as to such other
                                                ---------
matters as such Purchaser may reasonably request, (ii) Tim Smith, Esq., General
Counsel of the Company, substantially in the form of Exhibit J and as to such
                                                     ---------
other matters as such Purchaser may reasonably request, (iii) counsel to each
Existing Investor that is party to the Second Amended and Restated
Securityholders Agreement, the Amendment to Restated Investment Agreement and
the Fourth Restated Partnership Agreement, substantially in the form set forth
in Exhibit K and as to such other matters as such Purchaser may reasonably
   ---------
request, and (iv) Shearman & Sterling, the Purchasers' special counsel in
connection with such transactions, as to such matters as are customarily opined
on in transactions of the nature contemplated by the Transaction Documents.

          3.05.  Recapitalization. After giving effect to the Recapitalization,
          -----------------------
(a) the Company and its Subsidiaries shall have no outstanding Indebtedness
other than as set forth on Schedule 4.18 and (i) Opco's borrowings under the
Bank Credit Agreement and (ii) the

                                      40
<PAGE>

Indebtedness evidenced by the Notes; (b) the Company's only outstanding Equity
Interests, on a Fully Diluted Basis as of the Issue Date, stated as a percentage
of total Equity Interests on a Fully Diluted Basis at such date and as a number
of units of Partnership Interest, will be as set forth in Schedule 3.05 under
the columns entitled "Adjustment for 2% LP Units on Mezzanine Notes" and
"Corresponding Units," respectively; and (c) the 97,000 LP Units held by Nassau
Broadcasting Company shall no longer be entitled to the First Contingent
Payment, the Second Preferred Amount or any other form of preferred return in
respect of the Company's operating results, proceeds from dispositions, upon
liquidation or otherwise.

          3.06.  No Adverse Events; No Operations of the Company. (i) Neither of
          ------------------------------------------------------
the Issuers nor any of their respective Subsidiaries shall have sustained since
the Audit Date any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree, (ii) except
as contemplated by Section 3.05 hereof, since the Audit Date there shall not
have been any change in the Equity Interests or long-term debt of the Company or
any of its Subsidiaries or any material change, or any development involving a
prospective material change, in or affecting the business, management,
operations, affairs, condition (financial or otherwise), assets, property,
prospects or results of operations of the Company and its Subsidiaries and (iii)
except as contemplated by Section 3.05 hereof, neither the Company nor any of
its Subsidiaries shall have changed their respective jurisdiction of
incorporation or been a party to any merger or consolidation or conversion or
succeeded to all or any substantial part of the liabilities of any other Person
at any time following the Audit Date and there shall have occurred no event
which constitutes a Change of Control of the Company and the Company shall not
have entered into any agreement or understanding which, if consummated, would
constitute a Change of Control of the Company.

          3.07.  Financial Information. Such Purchaser shall have received a pro
          ----------------------------
forma consolidated balance sheet for the Company and its Subsidiaries as of the
Closing Time, in each case after giving effect to the Transactions to be
completed on or prior to such date, which have been certified by the chief
financial officer of the Company and which are in form and substance
satisfactory to such Purchaser.

          3.08.  Proceedings and Documents. All corporate and other proceedings
          --------------------------------
in connection with the Transactions and the other transactions contemplated by
this Agreement and the other Transaction Documents, and all documents and
instruments incident to such transactions and the terms thereof, shall be
reasonably satisfactory to such Purchaser and such Purchasers' special counsel,
and such Purchaser and the Purchasers' special counsel shall have received all
such counterpart originals or certified or other copies of such documents as it
or they may reasonably request. All fees owing to, and all expenses reimbursable
by, the Company and its Affiliates as of the Closing Time pursuant to this
Agreement and the engagement letter with Merrill Lynch signed by the Company
shall have been paid in full.

          3.09.  Purchase Permitted by Applicable Law, Etc. At the Closing Time,
          ------------------------------------------------
such Purchaser's purchase of the Notes shall (a) be permitted by the laws and
regulations of each jurisdiction to which it is subject, (b) not violate any
Applicable Law (including, without limitation, Regulation U, T or X of the Board
of Governors of the Federal Reserve System) and

                                      41
<PAGE>

(c) not subject such Purchaser to any tax, penalty or liability under or
pursuant to any Applicable Law, which Applicable Law was not in effect on the
date hereof.

          3.10.  Transaction Documents in Force and Effect; Information.
          -------------------------------------------------------------

          (a)  Transaction Documents. The Purchasers shall have received true
          --------------------------
and correct copies of all Transaction Documents and (i) such documents (A) shall
have been duly executed and delivered by each party whose execution and delivery
thereof is necessary for the effectiveness thereof and be in full force and
effect, (B) shall be in form and substance reasonably satisfactory to the
Purchasers and their special counsel and (C) shall be valid and legally binding
obligations of the parties thereto enforceable against each of them in
accordance with its respective terms, subject to the Enforceability Exceptions,
and (ii) there shall have been no material amendments, alterations,
modifications or waivers of any provision thereof since the date of this
Agreement and there shall be no default or event of default in existence under
any of such agreements.

          (b)  Accuracy of Information. All written information furnished the
          ----------------------------
Company and their respective representatives to the Purchasers on or prior to
the Closing Time with respect to the business, management, operations, affairs,
condition (financial or otherwise), assets, property, prospects or results of
operations of the Company and their Subsidiaries, as the case may be, shall be
accurate and complete in all material respects, taken as a whole.

          3.11.  No Violation; No Legal Constraints; Consents, Authorizations
          -------------------------------------------------------------------
and Filings, Etc.
----------------

          (a)  The consummation by the Company and its Subsidiaries of the
Transactions shall not contravene, violate or conflict with any Applicable Law.

          (b)  All consents, authorizations and filings, if any, required in
connection with the execution, delivery and performance by the Company and its
Subsidiaries of the Transaction Documents to which it is a party shall have been
obtained or made and shall be in full force and effect, except, in the case of
the Exchange and Registration Rights Agreement and the Mezzanine Investors
Common Stock Registration Rights Agreement, for such consents, authorizations
and filings which are required under federal or state securities laws.

          (c)  There shall be no inquiry, injunction, restraining order, action,
suit or proceeding pending or entered or any statute or rule proposed, enacted
or promulgated by any Governmental Authority or any other Person which, in the
opinion of the Purchasers, (i) individually or in the aggregate, has had or
would reasonably be expected to have a Material Adverse Effect or which seeks to
enjoin or seek damages against the Company or any of the Company's Subsidiaries
or any of the Purchasers as a result of the Transactions, including the issuance
of the Notes, (ii) relates to any of the Transactions and has or will have a
material adverse effect on any Purchaser, (iii) alleges liability on the part of
any Purchaser in connection with this Agreement, any other Transaction Documents
or the Transactions or any of the other transactions contemplated hereby or
thereby or (iv) would bar the issuance of the Securities or the use of the
proceeds thereof in accordance with the terms of this Agreement and the other
Transaction Documents.

                                      42
<PAGE>

          3.12.  Bank Credit Agreement. The Company, Opco and each other
          ----------------------------
Subsidiary that is party thereto shall have entered into the Bank Credit
Agreement and related security agreement and other ancillary documentation, and
there shall have been no material amendments, alterations or waivers of any
provisions thereof, and there shall exist no condition as of the Closing Time
(after giving effect to the Transactions contemplated by this Agreement and the
application of the proceeds from the sale of the Notes) that would constitute a
Default or Event of Default (each as defined under the Bank Credit Agreement)
under the Bank Credit Agreement; and the Purchasers shall have received true and
correct copies of the Bank Credit Agreement.

          3.13.  Acquisition Agreements. The Purchasers shall have true and
          -----------------------------
correct copies of each of the Allentown Acquisition Agreement and the Aurora
Acquisition Agreement and any amendments thereto, and there shall have been no
material amendments, alterations, modifications or waivers of any provisions of
each of the Acquisition Agreements since the date of this Agreement.

          3.14.  Repayment of Existing Credit Facilities. The Company shall have
          ----------------------------------------------
effected, or caused Opco to effect, the Existing Credit Facilities Repayment and
the Existing Notes Repayment on terms and conditions and pursuant to
documentation reasonably satisfactory to the Purchasers. All Liens in respect of
the Existing Credit Facilities shall have been released and Merrill Lynch shall
have received evidence thereof reasonably satisfactory to Merrill Lynch and a
"pay-off" letter or letters reasonably satisfactory to Merrill Lynch with
respect to the Existing Credit Facilities Repayment; in addition, Merrill Lynch
shall have received from any Person holding any Lien securing any such
Indebtedness, such Uniform Commercial Code termination statements, mortgage
releases and other instruments, in each case in proper form for recording, as
Merrill Lynch shall have reasonably requested to release and terminate of record
the Liens securing such Indebtedness (or arrangements for such release and
termination reasonably satisfactory to Merrill Lynch shall have been made).

          3.15.  Spectrum Equity Commitments. The Purchasers shall have received
          ----------------------------------
(a) the Spectrum Notes Take-Out Commitment Letter and (b) the Spectrum Equity
Commitment Letter.

          3.16.  Payment of Fees and Expenses. All accrued and unpaid fees and
          -----------------------------------
expenses (including the fees and expenses of Shearman & Sterling and of
Richards, Layton & Finger, P.A.) of the Purchasers in connection with the
Transaction Documents shall have been paid.

                                   ARTICLE 4

                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          The Issuers represent and warrant to each of the Purchasers as of the
date hereof and as of the Closing Time that:

          4.01.  Due Incorporation; Power and Authority. Each of the Company and
          ---------------------------------------------
each of its Subsidiaries (a) is (in the case of a Subsidiary) a corporation or
limited liability company

                                      43
<PAGE>

duly organized or formed, validly existing and in good standing under the laws
of its jurisdiction of incorporation or formation or (in the case of the
Company) a limited partnership duly formed, validly existing and in good
standing under the law of the State of Delaware, (b) is duly qualified as a
foreign corporation or limited liability company (in the case of a Subsidiary)
or limited partnership (in the case of the Company) to transact business and is
in good standing in each jurisdiction in which such qualification is required,
other than any failures to so qualify or to be in good standing which,
individually or in the aggregate, have not had and would not have a Material
Adverse Effect, (c) has all requisite corporate or limited liability company (in
the case of a Subsidiary) or partnership (in the case of the Company) power and
authority to own, lease and operate its properties and to conduct its businesses
as they are currently conducted, and (d) has all requisite corporate or limited
liability company power (in the case of a Subsidiary) or partnership (in the
case of the Company) and authority to enter into and perform its obligations
under each of the Transaction Documents to which it is a party.

          4.02.  Capitalization. As of the date of this Agreement, after giving
          ---------------------
effect to the execution of the Fourth Restated Partnership Agreement and the
Recapitalization, the Company will be authorized to issue 2,500,000 units of
Partnership Interest, of which 10,000 units of Partnership Interest will have
been issued to Nassau Broadcasting Partners, Inc. as General Partner, 97,000 LP
Units will have been issued to Nassau Broadcasting Company, 145,888.96 LP Units
will have been issued to Nassau Holdings, Inc., and 19,303.86 LP Units will have
been issued to the Purchasers as Initial LP Units hereunder. Of the remaining
2,227,807.18 units of Partnership Interest, (v) 693,000 will have been reserved
for issuance as LP Units to Spectrum, Grotech, TD and Rahn upon exercise of the
Purchase Option in accordance with the Option Agreement, (w) 814.29 and
74,682.28 will have been reserved for issuance to the Purchasers as Antidilutive
Initial LP Units and Incremental LP Units, respectively, in accordance with
Section 2.01(a) of this Agreement, (x) 257,671.62 and 10,869.35 will have been
reserved for issuance to the Aurora Investors as Aurora Investor LP Units and
Antidilutive Aurora Investor LP Units, respectively, in accordance with the
Purchase and Exchange Agreement, (y) 824,549.18 will have been reserved for
issuance to Spectrum in the event that Spectrum funds the full amount of the
Spectrum Equity Commitment with 625,773.93 LP Units issuable in respect of the
Aurora Acquisition and 198,775.25 LP Units issuable in respect of the Allentown
Acquisition and (z) 237,569.55 LP Units will have been reserved for issuance to
Spectrum in the event of a Spectrum Notes Take-Out Investment. Since the Audit
Date, the Company (i) has not issued any additional units of partnership
interest and (ii) has not split, combined or reclassified any of its units of
partnership interest. All the issued and outstanding units of partnership
interest of the Company have been duly authorized and are free of preemptive
rights other than as provided in the Second Amended and Restated Securityholders
Agreement. Except as set forth on Schedule 4.02, there are no securities of the
                                  -------------
Company or any of its Subsidiaries that are convertible into or exchangeable for
units of any Equity Interests of the Company or any of its Subsidiaries, and no
options, warrants, calls, subscriptions, convertible securities, or other
rights, agreements or commitments which obligate the Company or any of its
Subsidiaries to issue, transfer or sell any units of Equity Interests of, or
other interests in, the Company or any of its Subsidiaries. No antidilution or
other adjustments to the number or type of units of Equity Interests issuable
upon exercise, conversion or exchange of any such securities or under any such
agreements or arrangements will be required by reason of the Transactions or any
such adjustments have been waived in writing. Except as set forth on Schedule
                                                                      --------
4.02, there are no outstanding obligations of the Company or any of its
----
Subsidiaries to repurchase, redeem or otherwise acquire any shares of

                                      44
<PAGE>

Equity Interests of, or other interests in, the Company or any of its
Subsidiaries and neither the Company nor any of its Subsidiaries has any awards
or options outstanding under any stock option plans or agreements or any other
outstanding stock-related awards. After the Closing Time, neither the Company
nor any of its Subsidiaries will have any obligation to issue, transfer or sell
any shares of Equity Interests of, or other interests in, the Company or its
Subsidiaries except pursuant to the Transaction Documents. Except as set forth
on Schedule 4.02, there are no voting trusts or other agreements or
   -------------
understandings to which the Company or any of its Subsidiaries is a party with
respect to the holding, voting or disposing of Equity Interests of, or other
interests in, the Company or any of its Subsidiaries. As of the date hereof,
neither the Company nor any of its Subsidiaries has any outstanding bonds,
debentures, notes or other obligations or other securities (other than the units
of partnership interest (in the case of the Company) and Common Stock (in the
case of any Subsidiary) that entitle the holders thereof to vote with the
stockholders of the Company or any of its Subsidiaries on any matter or which
are convertible into or exercisable for securities having such a right to vote.

          4.03.  Subsidiaries. Schedule 4.03 correctly states as of the Closing
          ------------------- -------------
Time (a) the name of each of the Company's Subsidiaries and any other Person
whose shares of Equity Interests are owned, directly or indirectly, by the
Company (each, an "Equity Investee"), (b) the name of each holder of each
                   ---------------
class of outstanding Equity Interests or other securities of the Company
or any of its Subsidiaries or any Equity Investee and the nature and number of
such securities held by such holder, and (c) the number of authorized, issued
and treasury shares of each Subsidiary of the Company and each Equity Investee.
All Equity Interests of Opco will be owned by the Company at the Closing Time.
The Company does not own or control, directly, or indirectly, any Equity
Interests or other interest or investment (whether equity or debt) in any Person
other than the Equity Interests of its Subsidiaries and Equity Investees listed
on Schedule 4.03. Each issued and outstanding unit of Equity Interests of each
   -------------
Subsidiary and Equity Investee of the Company (a) has been duly authorized and
validly issued and is fully paid and nonassessable and free of preemptive rights
and (b) except for any Equity Interests of any Equity Investee not owned
directly of indirectly by the Company as shown on Schedule 4.03, is owned by the
                                                  -------------
Company, directly or through Subsidiaries, free and clear of all Liens except in
connection with the Bank Credit Agreement and the transactions contemplated
thereby.

          4.04.  Due Authorization, Execution and Delivery.
          ------------------------------------------------

          (a)  Agreement. This Agreement has been duly authorized, executed and
          --------------
delivered by the Issuers and constitutes a valid and legally binding obligation
of each of the Issuers, enforceable against the Issuers in accordance with its
terms, subject to the Enforceability Exceptions.

          (b)  Fourth Restated Partnership Agreement. Each of the Agreement and
          ------------------------------------------
the Second Amended and Restated Securityholders Agreement has been duly
authorized by each party thereto other than the Purchasers and, at the Closing
Time, will have been duly executed and delivered by each party thereto other
than the Purchasers and, when duly executed and delivered by the Purchasers,
will constitute a valid and legally binding obligation of each such party,
enforceable against each party in accordance with its terms, subject to the
Enforceability Exceptions.

                                      45
<PAGE>

          (c)  Notes and Exchange Notes. The Notes to be purchased by the
          -----------------------------
Purchasers from the Issuers are in the form contemplated by this Agreement, have
been duly authorized for issuance and sale pursuant to this Agreement and, when
issued and delivered by the Issuers at the Closing Time as provided herein, will
have been duly executed, issued and delivered by the Issuers, and will
constitute valid and legally binding obligations of the Issuers, enforceable
against them in accordance with their terms, subject to the Enforceability
Exceptions. If and when the Exchange Notes are issued pursuant to the Exchange
and Registration Rights Agreement and this Agreement in accordance with the
terms thereof and hereof, the Exchange Notes will have been duly authorized for
issuance by the Issuers, will have been duly executed, issued and delivered by
the Issuers, and will constitute valid and legally binding obligations of the
Issuers, enforceable against them in accordance with their terms, subject to the
Enforceability Exceptions.

          (d)  Initial LP Units. The Initial LP Units to be purchased by the
          ---------------------
Purchasers from the Company are in the form contemplated by this Agreement and
the Fourth Restated Partnership Agreement, have been duly authorized for
issuance and sale pursuant to this Agreement and the Fourth Restated Partnership
Agreement and, when issued and delivered by the Company against payment therefor
at the Closing Time as provided herein and therein, will have been duly
executed, issued and delivered by the Company, and will be validly issued LP
Units, and the holders thereof will be entitled to the benefits of this
Agreement, the Fourth Restated Partnership Agreement, the Second Amended and
Restated Securityholders Agreement and the Mezzanine Investors Common Stock
Registration Rights Agreement.

          (e)  Antidilutive Initial LP Units and Incremental LP Units; Common
          -------------------------------------------------------------------
Stock.  (i) The Antidilutive Initial LP Units and the Incremental LP Units have
-----
been duly authorized and reserved by the Company, before giving effect to any
adjustment as a result of Section 2.01(a)(iv), and, when issued and delivered in
accordance with the terms of this Agreement and the Fourth Restated Partnership
Agreement, will be validly issued LP Units, and the holders therefor will be
entitled to the benefits of this Agreement, the Fourth Restated Partnership
Agreement, the Second Amended and Restated Securityholders Agreement and the
Mezzanine Investors Common Stock Registration Rights Agreement.

          (ii) Upon the Reorganization, the Company shall take such steps as
shall be necessary to ensure that (x) each Holder receives such number of
Exchange Shares in respect of its LP Units as results in such Holder receiving
an equivalent percentage of Equity Interests in the Company after the
Reorganization as such Holder owned immediately prior to giving effect to the
Reorganization, and (y) the Exchange Shares in respect of the Incremental LP
Units are duly authorized and reserved by the Company and that, when executed by
the Company and countersigned by the Company's transfer agent and issued and
delivered in accordance with the terms of the Purchase Agreement and the Fourth
Restated Partnership Agreement, such Exchange Shares will be validly issued,
fully paid and non-assessable and will not be subject to any preemptive or
similar rights.

          (f)  Exchange and Registration Rights Agreement. The Exchange and
          -----------------------------------------------
Registration Rights Agreement has been duly authorized, executed and delivered
by the Company and constitutes a valid and legally binding obligation of the
Company, enforceable against the Company in accordance with its terms, subject
to the Enforceability Exceptions.

                                      46
<PAGE>

          (g)  Mezzanine Investors Common Stock Registration Rights Agreement.
          -------------------------------------------------------------------
The Mezzanine Investors Common Stock Registration Rights Agreement has been duly
authorized by the Company and, at the Closing Time, will have been duly executed
and delivered by the Company and, when executed by the Purchasers, will
constitute a valid and legally binding obligation of the Company, enforceable
against the Company in accordance with its terms, subject to the Enforceability
Exceptions.

          (h)  Other Transaction Documents. Each Transaction Document (other
          --------------------------------
than those referred to in paragraphs (a) through (e) of this Section 4.04) (i)
has been duly authorized, executed and delivered by the Company, to the extent a
party thereto, and (ii) constitutes a valid and legally binding obligation of
the Company, to the extent a party thereto, enforceable against the Company, in
accordance with its terms, subject to the Enforceability Exceptions.

          4.05.  Non-Contravention; Authorizations and Approvals. Neither the
          ------------------------------------------------------
Company nor any of the Company's Subsidiaries is (i) in violation of its
certificate of limited partnership, certificate of formation, partnership
agreement, operating agreement or bylaws (or comparable constituent or governing
documents) or (ii) is in default (or, with the giving of notice, lapse of time
or both, would be in default) under any note, bond, mortgage, indenture, deed of
trust, loan or credit agreement, license, franchise, Permit, lease, contract or
other agreement, instrument, commitment or obligation to which the Company or
any of the Company's Subsidiaries is a party or by which the Company or any of
the Company's Subsidiaries or any of its properties or assets is bound
(including, without limitation, the Bank Credit Agreement), or under which the
Company or any of the Company's Subsidiaries or any of its properties or assets
is entitled to a benefit (each, a "Contract"), except for any such defaults
                                   --------
that, individually or in the aggregate, have not had and would not have a
Material Adverse Effect. None of (a) the execution and delivery by the Company
or any of the Company's Subsidiaries of any of the Transaction Documents to
which it is a party, (b) the performance by any of them of their respective
obligations thereunder, (c) the consummation of the transactions contemplated
thereby or (d) the issuance and delivery of the Securities hereunder will: (i)
violate, conflict with or result in a breach of any provisions of the
certificate of limited partnership, certificate of formation, partnership
agreement, operating agreement or bylaws (or comparable constituent or governing
documents) of the Company or any of the Company's Subsidiaries; (ii) violate,
conflict with, result in a breach of any provision of, constitute a default (or
an event which, with notice, lapse of time or both, would constitute a default)
under, result in the termination or in a right of termination of, accelerate the
performance required by or benefit obtainable under, result in the triggering of
any payment or other obligations (including any repurchase or repayment
obligations) pursuant to, result in the creation of any Lien upon any of the
properties of the Company or any of the Company's Subsidiaries under, or result
in their being declared void, voidable, subject to withdrawal, or without
further binding effect, any of the terms, conditions or provisions of any
Contract, except for any such violations, conflicts, breaches, defaults,
accelerations, terminations or other matters which, individually or in the
aggregate, have not had and would not have a Material Adverse Effect; (iii)
require any consent, approval or authorization of, or declaration, filing or
registration with, any Governmental Authority, except for those consents,
approvals, authorizations, declarations, filings or registrations which have
been obtained or made or the failure of which to obtain or make, individually or
in the aggregate, have not had and would not have a Material Adverse Effect; or
(iv) violate any Applicable Laws

                                      47
<PAGE>

applicable to the Company, any of the Company's Subsidiaries or any of their
respective properties or assets.

          4.06.  Company Financial Statements. The Company has delivered to the
          -----------------------------------
Purchasers (collectively, the "Company Financial Statements") (i) complete and
correct copies of the audited consolidated balance sheets of the Company and its
Subsidiaries as of December 31, 1998 and 1999 and the related audited
consolidated statements of operations and cash flows for each of the three years
ended December 31, 1999, including the footnotes thereto, certified by Grant
Thornton LLP, the Company's independent certified public accountants, (ii)
complete and correct copies of the unaudited consolidated pro forma balance
sheet of the Company and its Subsidiaries as of the latest available balance
sheet date, and the unaudited pro forma consolidated statements of operations
for the twelve months then ended and (iii) complete and correct copies of
unaudited consolidated balance sheet of the Company and its Subsidiaries and the
related unaudited statement of operations and cash flows for each full interim
month (other than April 2000) between December 31, 1999 and the date of this
Agreement. Each of the consolidated balance sheets contained in the Company
Financial Statements fairly presents the consolidated financial position of the
Company and its Subsidiaries as of its date and each of the consolidated
statements of operations and cash flows included in the Company Financial
Statements fairly presents the consolidated results of operations and income,
retained earnings or cash flows, as the case may be, of the Company and its
Subsidiaries for the periods to which they relate (subject, in the case of any
unaudited interim financial statements, to normal year-end adjustments
that will not be material in amount or effect), in each case in accordance with
GAAP.The pro forma financial statements of the Company and its Subsidiaries
contained in the Company Financial Statements fairly present the consolidated
financial position and results of operations of the Company and its Subsidiaries
as of the date and for the periods to which they relate, in each case after
giving effect to the Transactions and the application of the proceeds of all
Indebtedness to be incurred in connection therewith, have been prepared in
accordance with the Commission's rules and guidelines with respect to pro forma
financial statements and have been properly compiled on the bases described
therein, and the assumptions used in the preparation thereof are reasonable and
the adjustments used therein are appropriate to give effect to the Transactions.
All projections provided by or on behalf of the Company to the Purchasers in
connection with the Transactions have been prepared in good faith based on
assumptions believed by management of the Company to be reasonable.

          4.07.  Absence of Undisclosed Liabilities or Events.
          ---------------------------------------------------

          (a)  Except as set forth in Schedule 4.07(a), neither the Company nor
                                      ----------------
any of its Subsidiaries has any liabilities or obligations, whether accrued,
contingent or otherwise, except for (i) liabilities and obligations in the
respective amounts reflected or reserved against in the consolidated balance
sheet as of the Audit Date included in the Company Financial Statements or (ii)
liabilities and obligations incurred in the ordinary course of business since
the Audit Date which, individually or in the aggregate, have not had and would
not have a Material Adverse Effect. As of the Closing Time, neither the Company
nor any of its Subsidiaries will have any liability unrelated to the business or
operations conducted by the Company and its Subsidiaries. As of the date hereof,
Nassau Finance has not conducted any operations or activities and as of the
Closing Time, it will not have conducted any operations or activities other than
entering into this Agreement.

                                      48
<PAGE>

          (b)  Except as set forth in Schedule 4.07(b), (i) since the Audit Date
                                      ----------------
there has been no change in the business, management, operations, condition
(financial or otherwise), assets or prospects of the Company or its Subsidiaries
except for changes that, individually or in the aggregate, have not had or would
not have a Material Adverse Effect and (ii) there are no facts known to the
Company that have had or would have a Material Adverse Effect.

          (c)  The information, reports, financial statements, exhibits and
schedules furnished in writing by or on behalf of the Company to each of the
Purchasers in connection with the negotiation, preparation or delivery of this
Agreement and the other Transaction Documents or included herein or therein or
delivered pursuant hereto or thereto, when taken as a whole do not contain any
untrue statement of material fact or omit to state any material fact necessary
to make the statements herein or therein, in light of the circumstances under
which they were made, not misleading. All written information furnished after
the date hereof by the Company to each of the Purchasers in connection with this
Agreement and the other Transaction Documents and the Transactions will be,
taken as a whole, true, complete and accurate in every material respect, or (in
the case of projections) based on reasonable estimates, on the date as of which
such information is stated or certified (it being recognized that projections as
to future events are not to be viewed as fact, and that the actual results may
differ from projected results).

          4.08.  No Actions or Proceedings. Except as set forth in Schedule
          --------------------------------                         --------
4.08, there are no legal or governmental actions, suits or proceedings pending
----
or, to the best of the Company's knowledge, threatened against or affecting the
Company, any of the Company's Subsidiaries, any of their respective directors or
officers (in their capacities as such) or any of their respective properties or
assets or to prohibit, delay or materially restrict the consummation of any of
the Transactions or the other transactions contemplated by this Agreement and
the other Transaction Documents. To the best of the Company's knowledge, no
Governmental Authority has notified the Company or any of its Subsidiaries of an
intention to conduct any audit, investigation or other review with respect to
the Company or any of its Subsidiaries.

          4.09.  Title to Properties. Except as set forth in Schedule 4.09, each
          --------------------------                         -------------
of the Company and its Subsidiaries has (a) good and marketable title to and fee
simple ownership of, or a valid and subsisting leasehold interest in, all of its
real property, and (b) good title to, or a valid and subsisting leasehold
interest in, all of its equipment and other personal property, in each case free
and clear of all Liens, except Permitted Liens. Each of the Company and its
Subsidiaries have paid or discharged, or reserved for, all lawful claims which,
if unpaid, might become a Lien (other than a Permitted Lien) against any
property or assets of the Company or any of its Subsidiaries.

          4.10.  Intellectual Property Rights. Except as set forth in Schedule
          -----------------------------------                         --------
4.10, each of the Company and its Subsidiaries owns or possesses all
----
Intellectual Property reasonably necessary to conduct its businesses as now
conducted, except where the expiration or loss of any of such Intellectual
Property, individually or in the aggregate, would not have a Material Adverse
Effect. To the best knowledge of the Company, (a) there is no infringement of,
or conflict with, such Intellectual Property by any third party and (b) the
conduct of their businesses as currently conducted do not infringe or conflict
with any Intellectual Property of any third party, in each case other than any
such infringements or conflicts which, individually or in the aggregate, have
not had or would not have a Material Adverse Effect.

                                      49
<PAGE>

          4.11.  Taxes. Except as set forth in Schedule 4.11:
          ------------                         -------------

          (a)    all Tax Returns that are required to be filed at or before the
     Closing Time by or with respect to the Company or any of its Subsidiaries,
     have been or will be timely filed at or before the Closing Time, and all
     such Tax Returns are or will be true and complete in all material respects;

          (b)    all Taxes of the Company and each Subsidiary have been or will
     be timely paid in full;

          (c)    adequate provision has been made for the payment of all Taxes
     for which the Company or any of its Subsidiaries may be liable that are not
     yet due and payable;

          (d)    the Tax Returns referred to in clause (a) have been examined by
     the Internal Revenue Service or the appropriate state, local or foreign
     taxing authority or the period for assessment of the Taxes in respect of
     which such Tax Returns were required to be filed has expired;

          (e)    there have been no deficiencies asserted or assessments made
     against the Company or any Subsidiary in respect of Taxes that have not yet
     been paid in full or finally settled;

          (f)    no examination or audit of the Company or any Subsidiary by any
     taxing authority is presently being conducted, pending or proposed in
     writing;

          (g)    no waivers of statutes of limitation have been given by or
     requested with respect to any Taxes of the Company or any of its
     Subsidiaries;

          (h)    none of the Company or any of its Subsidiaries will be required
     to make, or has agreed to make an adjustment under Section 481 of the Code
     (or any similar provision of state, local or foreign law);

          (i)    there are no Liens on any of the assets of the Company or any
     of its Subsidiaries that arose in connection with any failure (or alleged
     failure) to pay any Tax;

          (j)    neither the Company nor any of its Subsidiaries has ever been a
     member of an affiliated, combined, consolidated or unitary Tax group for
     purposes of filing any Tax Return, other than a group of which it is
     currently a member;

          (k)    no closing agreements, private letter rulings, technical
     advance memoranda or similar agreement or rulings have been entered into or
     issued by any taxing authority with respect to the Company or any of its
     Subsidiaries;

          (l)    to the best knowledge of the Company, except for Nassau
     Finance, neither the Company nor any of the Subsidiaries is treated as a
     corporation for U.S. federal income tax purposes;

                                      50
<PAGE>

          (m)    there are no tax sharing agreements or arrangements to which
     the Company or any Subsidiary is a party;

          (n)    neither the Company nor any of its Subsidiaries has ever been a
     "United States real property holding corporation", within the meaning of
     Section 897 of the Code; and

          (o)    to the best knowledge of the Company, any interest and original
     issue discount with respect to the Notes will be deductible in full as any
     such interest and original issue discount accrues or accretes, as the case
     may be, other than being subject to the possible application of Sections
     163(e)(5) and 163(i) of the Code.

          4.12.  ERISA and Foreign Employee Benefit Matters. No ERISA Event has
          -------------------------------------------------
occurred or is reasonably expected to occur. The present value of all
accumulated benefit obligations of all underfunded Pension Plans (based on the
assumptions used for purposes of Statement of Financial Accounting Standards No.
87) did not, as of the date of the most recent financial statements reflecting
such amounts, exceed by more than $1.0 million the fair market value of the
assets of all such underfunded Pension Plans. Each ERISA Entity is in compliance
in all material respects with the presently applicable provisions of ERISA and
the Code with respect to each Employee Benefit Plan. Using actuarial assumptions
and computation methods consistent with subpart 1 of subtitle E of Title IV of
ERISA, the aggregate liabilities or any of each ERISA Entity to all
Multiemployer Plans in the event of a complete withdrawal therefrom, as of the
close of the most recent fiscal year of each such Multiemployer Plan, would not
reasonably be expected to result in a Material Adverse Effect.

          No Company or any ERISA Entity maintains or has contributed to a
Foreign Plan.

          4.13.  Private Offering; No Integration or General Solicitation.
          ---------------------------------------------------------------

          (a) Subject to compliance by the Purchasers with the representations
and warranties set forth in Section 5 hereof and with the procedures set forth
in Sections 9 and 10 hereof, it is not necessary in connection with the offer,
sale and delivery of the Securities to the Purchasers and to any Person to whom
any Purchaser sells any of such Securities (each, a "Subsequent Purchaser") in
                                                     --------------------
the manner contemplated by this Agreement to register the Securities under the
Securities Act, or, in the case of the Notes, until such time as the Exchange
Notes are issued or the Notes or Exchange Notes are otherwise registered
pursuant to an effective registration statement under the Securities Act, to
qualify an indenture relating to the Notes or Exchange Notes under the TIA.

          (b) The Company has not, directly or indirectly, offered, sold or
solicited any offer to buy and will not, directly or indirectly, offer, sell or
solicit any offer to buy, any security of a type or in a manner which would be
integrated with the sale of the Securities and require the Securities to be
registered under the Securities Act.  None the Company, or its Affiliates or any
Person acting on its or any of their behalf (other than the Purchasers, as to
whom the Company make no representation or warranty) has engaged or will engage
in any form of general solicitation or general advertising (within the meaning
of Rule 502(c) under the Securities Act) in connection with the offering of the
Securities.  With respect to the Securities, if any, sold in

                                      51
<PAGE>

reliance upon the exemption afforded by Regulation S: (i) none of the Company,
its Affiliates or any Person acting on its or their behalf (other than the
Purchasers, as to whom the Company makes no representation or warranty) has
engaged or will engage in any directed selling efforts within the meaning of
Regulation S and (ii) each of the Company and its Affiliates and any Person
acting on its or their behalf (other than the Purchasers, as to whom the Company
make no representation or warranty) has complied and will comply with the
offering restrictions set forth in Regulation S.

          4.14.  Eligibility for Resale Under Rule 144A. The Securities are
          ---------------------------------------------
eligible for resale pursuant to Rule 144A and will not, at the Closing Time, be
of the same class as securities listed on a national securities exchange
registered under Section 6 of the Exchange Act or quoted on a U.S. automated
interdealer quotation system.

          4.15.  Status Under Certain Statutes. Neither the Company nor any of
          ------------------------------------
its Subsidiaries is or, after receipt of payment for the Securities and the
consummation of the other transactions contemplated by the Transaction
Documents, will be (a) subject to regulation under the Public Utility Holding
Company Act of 1935, as amended ("PUHCA"), the Federal Power Act or the
                                  -----
Interstate Commerce Act, each as amended, (b) an "investment company" registered
or required to be registered under the Investment Company Act of 1940, as
amended, or controlled by such a company, or (c) a "holding company", or a
"subsidiary company" of a "holding company", or an "affiliate" of a "holding
company" or of a "subsidiary" or a "holding company", within the meaning of
PUHCA.

          4.16.  Insurance. Each of the Company and its Subsidiaries are insured
          ----------------
by financially sound institutions with policies in such amounts and with such
deductibles and covering such risks as are generally deemed adequate for their
businesses including, but not limited to, policies covering real and personal
property owned or leased by the Company and its Subsidiaries against theft,
damage, destruction and acts of vandalism, except where failure to maintain such
insurance would not have a Material Adverse Effect.

          4.17.  Use of Proceeds; Margin Regulations. The Company will utilize
          ------------------------------------------
the proceeds from the sale of the Securities, together with proceeds from
borrowings under the Bank Credit Agreement, to effect the Recapitalization, such
that, immediately after giving effect thereto, the consolidated indebtedness of
the Company and its Restricted Subsidiaries and the outstanding equity interests
of the Company shall be as contemplated by Section 3.05 hereof. No part of the
proceeds from the sale of the Securities hereunder will be used, directly or
indirectly, for the purpose of buying or carrying any margin stock within the
meaning of Regulation U, or for the purpose of buying or carrying or trading in
any securities. Margin stock does not constitute more than 5% of the value of
the consolidated assets of the Company and its Subsidiaries and the Company has
no present intention that margin stock will constitute more than 5% of the value
of such assets. As used in this Section, the terms "margin stock" and "purpose
of buying or carrying" shall have the meanings assigned to them in Regulation U.

          4.18.  Existing Indebtedness; Future Liens. Schedule 4.18 sets forth a
          ------------------------------------------- -------------
complete and correct list of all Indebtedness of the Company and its
Subsidiaries that will be outstanding immediately after the consummation of the
Transactions to be completed on or prior to the Closing Time. At the Closing
Time, after consummation of the Transactions, the consolidated

                                      52
<PAGE>

Indebtedness of the Company and its Subsidiaries will not exceed $111.0 million
and the sole Indebtedness of the Company will be represented by the Notes,
amounts outstanding under the Bank Credit Agreement and certain capital leases
of the Company and its Subsidiaries as set forth on Schedule 4.18, and the
                                                    -------------
97,000 LP Units held by Nassau Broadcasting Company shall no longer be entitled
to the First Contingent Payment, the Second Preferred Amount or any form of
preferred return in respect of the Company's operating results, proceeds from
dispositions, upon liquidation or otherwise. Neither the Company nor any
Subsidiary of the Company is in default, and no waiver of default is currently
in effect, in the payment of the principal of or interest on any Indebtedness of
the Company or such Subsidiary and no event or condition exists with respect to
any Indebtedness of the Company or any Subsidiary of the Company that would
permit (or that with notice, lapse of time or both, would permit) any Person to
cause such Indebtedness to become due and payable before its Stated Maturity or
before its regularly scheduled dates of payment. Neither the Company nor any of
its Subsidiaries has agreed or consented to cause or permit in the future (upon
the happening of a contingency or otherwise) any of its property or assets,
whether now owned or hereafter acquired, to be subject to a Lien that would be
prohibited by this Agreement if incurred after the first issuance of the Notes.

          4.19A.  Compliance with Laws; Permits. Except as disclosed in Schedule
          -------------------------------------                         --------
4.19A and except as would not, individually or in the aggregate, result in a
-----
Material Adverse Effect:

          (a) each of the Company and each of its Subsidiaries has complied, and
     is in compliance, in all material respects with all Applicable Laws and has
     all Permits material to, and necessary in, the conduct of its business as
     currently conducted (all of which such Permits are listed on Schedule 4.19
     together with their expiration dates) and all such Permits are in full
     force and effect; and

          (b) no violations have been recorded in respect of any such Permits,
     and no proceeding is pending or, to the best knowledge of the Company,
     threatened to revoke or limit any Permit, except for violations and
     proceedings which, individually or in the aggregate, have not and would not
     have a Material Adverse Effect.

          4.19B.  Environmental Matters; Environmental Investigations. Except as
          ------------------------------------------------------------
disclosed in Schedule 4.19B and except as would not, individually or in the
aggregate, result in a Material Adverse Effect:

          (a) (i)  each of the Company and its Subsidiaries are in compliance
     with, and are not subject to liability under, any applicable Environmental
     Laws and to the best knowledge of the Company, there are no Environmental
     Laws, including such Laws which have been formally proposed for public
     comment, which could reasonably be expected to result in material
     expenditures by the Company or its Subsidiaries or to interfere in any
     material way with current or projected operations of the Company; (ii)
     neither the Company, or to the knowledge of the Company, any of its
     predecessors in interest, has disposed of, arranged for the disposal or
     treatment of or otherwise released Hazardous Materials at any time with
     respect to which the Company or any of it subsidiaries has received an
     Environmental Claim; (iii) to the best knowledge of the Company, no Real
     Property now or formerly owned leased or operated by the Company or any of
     its subsidiaries or any of their respective predecessors in interest, is
     listed or

                                      53
<PAGE>

     proposed for listing on the National Priorities List under CERCLA or
     included on any similar lists maintained by any Governmental Authority;
     (iv) to the best knowledge of the Company or any of its Subsidiaries, there
     are no past or present events, conditions, activities, practices or
     actions, or any agreements, judgements, decrees or orders by which the
     Company or any of its Subsidiaries is bound, which could reasonably be
     expected to prevent the Company's or any of its Subsidiaries' compliance
     with any Environmental Law, or which could reasonably be expected to give
     rise to any liability of the Company or any of its Subsidiaries under any
     Environmental Law; and (v) neither the Company nor any of its Subsidiaries
     is subject to any Proceeding alleging the violation of, or liability under,
     any Environmental Law or has received any Environmental Claim and, to the
     knowledge of the Company, no such Proceeding or Environmental Claim is
     threatened; and

          (b) As of the Issue Date, all material environmental investigations,
     studies, audits or assessments in the possession, custody or control of the
     Company or any of its Subsidiaries relating (i) to the current or prior
     business or operations of the Company, its subsidiaries or any of their
     respective predecessors in interest or (ii) to any Property now or
     previously owned, operated, leased or used by the Company it Subsidiaries
     or any of their respective predecessors in interest have been made
     available to the Purchasers.

          4.20.  Solvency. The Company and its Subsidiaries are, and after
          ----------------
giving effect to the Transactions will be, Solvent.

          4.21.  Affiliate Transactions. Except as disclosed in Schedule 4.21
          ------------------------------                        -------------
or, with respect to transactions occurring at or after the Closing Time, as
permitted by Section 8.06 hereof: (a) there is no Indebtedness between the
Company or any of its Subsidiaries, on the one hand, and any officer,
stockholder, partner, director or Affiliate (other than the Company or any of
its Subsidiaries) of the Company, on the other, (b) no such officer,
stockholder, partner, director or Affiliate provides or causes to be provided
any assets, services or facilities to the Company or any of its Subsidiaries
which, individually or in the aggregate, are material to the business,
management, operations, affairs, condition (financial or otherwise), assets,
property, prospects or results of operations of the Company and its
Subsidiaries, taken as whole, (c) neither the Company nor any of its
Subsidiaries provides or causes to be provided any assets, services, or
facilities to any such officer, stockholder, partner, director or Affiliate
which, individually or in the aggregate, are material to the business,
management, operations, affairs, condition (financial or otherwise), assets,
property, prospects or results of operations of the Company and its
Subsidiaries, and (d) neither the Company nor any Subsidiary beneficially owns,
directly or indirectly, any investment in or issued by any such officer,
stockholder, partner, director or Affiliate.

          4.22.  Material Contracts. Schedule 4.22 contains a true, correct and
          -------------------------- -------------
complete list of all Material Contracts in effect at the Closing Time. Except as
described on Schedule 4.22, as of the Closing Time each Material Contract is in
full force and effect and no material defaults enforceable against the Company
or any of its Subsidiaries currently exist thereunder. To the best knowledge of
the Company and its Subsidiaries, no party to any Material Contract intends to
terminate such Material Contract.

                                      54
<PAGE>

          4.23.  No Changes to Applicable Law. To the best knowledge of the
          ------------------------------------
Company, no changes to Applicable Law affecting itself or any of its
Subsidiaries have occurred since the Audit Date or are currently pending or
threatened, in each case other than those which have not had and would not
reasonably be expected to have a Material Adverse Effect.

          4.24.  Fees. All fees and other expenses payable in connection with
          ------------
the consummation of the Transactions to be consummated on or prior to the
Closing Time by the Company or any of its Subsidiaries are disclosed in a letter
of even date herewith from the Company to Merrill Lynch on behalf of the
Purchasers.

          4.25.  Brokerage Fees. Except as disclosed on Schedule 4.25, neither
          ----------------------                        -------------
the Company nor any of the Company's Subsidiaries has paid, or is obligated to
pay, to any Person any brokerage or finder's fees in connection with the
transactions contemplated hereby or by any other Transaction Documents.

          4.26.  Absence of Labor Dispute. Except as disclosed on Schedule 4.26,
          -------------------------------                         -------------
no labor dispute with the employees of the Company or any of its Subsidiaries
exists or, to the best knowledge of the Company, is imminent, and the Company is
not aware of any existing or imminent labor disturbance by the employees,
principal suppliers, manufacturers, customers or contractors of the Company or
any of its Subsidiaries, which, in any case, would have a Material Adverse
Effect.

          4.27.  FCC Matters.
          -------------------

          (a)  Company Stations.
               ----------------

          (i) Schedule 4.27(a) hereto contains a complete list of the FCC
              ----------------
Authorizations of the Company and its Subsidiaries.  Such list correctly sets
forth the termination date of each such FCC Authorization.  Each such FCC
Authorization that is material to the operation of the business of any Company
Station is validly issued and in full force and effect, and constitutes in all
material respects, all of the authorizations from the FCC necessary under the
Communications Act for the operation of Company's business (including, without
limitation, the Company Stations) in the same manner as it is presently
conducted and as proposed to be conducted.  The Company has taken all actions
and performed all of its obligations that are necessary to maintain such FCC
Authorizations for the Company Stations without adverse modification or
impairment, and complete and correct copies of the FCC Authorizations of each
Company Station have been delivered to the Purchasers.  Except as expressly set
forth on Schedule 4.27(a), no event has occurred which (i) results in, or after
         ----------------
notice or lapse of time or both would result in, revocation, suspension, adverse
modification, nonrenewal, impairment or termination of or any order of
forfeiture with respect to, any FCC Authorization for a Company Station, or (ii)
materially and adversely affects or in the future may (so far as the Company can
now reasonably foresee) materially adversely affect any of the rights of the
Company thereunder.  No condition has been imposed by the FCC as part of any of
the FCC Authorizations, which is not set forth on the face thereof as issued by
the FCC or contained in the rules and regulations of the FCC applicable
generally to the stations of the type of the Company Stations.

                                      55
<PAGE>

          (ii)   Except as expressly set forth in Schedule 4.27(a), the Company
                                                  ----------------
is not a party to and has no knowledge of any investigation, notice of apparent
liability, violation, forfeiture or other order or complaint issued by or before
any court or regulatory body, including the FCC, or of any other proceedings
(other than proceedings relation to the radio industry generally) which would
reasonably be expected to in any manner threaten or adversely affect the
validity or continued effectiveness of the FCC Authorizations for any Company
Station. The Company has no reason to believe (other than there being no legal
assurance thereof) that the FCC Authorizations for the Company Stations listed
and described in Schedule 4.27(a) will not be renewed in the ordinary course.
                 ----------------
The Company has filed in a timely manner all material reports (including, but
not limited to, ownership reports), applications, documents, instruments and
information required to be filed by it pursuant to applicable rules and
regulations or requests of every regulatory body having jurisdiction over any of
its FCC Authorizations for a Company Station.

          (iii)  Except as expressly set forth in Schedule 4.27(a), to the
                                                  ----------------
Company's knowledge, none of the facilities used in connection with the
Company's radio broadcasting operations (including, without limitation, the
transmitter and tower sites owned or used by the Company in connection with the
operation of the Company Stations) violates in any material respect the
provisions of any applicable building codes, fire regulations, building
restrictions or other governmental ordinances, orders, or regulations and each
such facility is zoned so as to permit the commercial uses intended by the owner
or occupier thereof and there are no outstanding variances or special use
permits materially affecting any of the facilities or the uses thereof.

          (iv)   The Company has duly and timely filed all material filings
which are required to be filed by it under the Communications Act.

          (v)    The execution, delivery and performance of the Transaction
Documents by the Company and each other party whose execution and delivery is
necessary for the effectiveness thereof do not require the approval of the FCC.
The execution, delivery and performance of the Transaction Documents will not
result in any violation of the Communications Act, and will not cause any
forfeiture or impairment of any of the FCC Authorizations issued for the
operation of any of the Company Stations.

          (b)    LMA Stations.
                 ------------

          (i)    The Time Brokerage Agreements are in full force and effect and
are in compliance in all material respects with the Communications Act.

          (ii)   To the best of the Company's knowledge after due inquiry:
Schedule 4.27(b) hereto contains a complete listing of all FCC Authorizations
----------------
held by each LMA Licensee for its LMA Stations; these FCC Authorizations
constitute all licenses, construction permits, and authorizations required under
the Communications Act to permit each LMA Licensee to own, control, manage and
operate its LMA Stations as they are currently being owned, controlled, managed
and operated; Schedule 4.27(b) correctly sets forth the termination date of each
              ----------------
such FCC Authorization; each such FCC Authorization that is materially necessary
to the operation of the business of each LMA Licensee is validly issued and in
full force and effect, and constitutes

                                      56
<PAGE>

in all material respects, all of the authorizations from the FCC necessary for
the operation of the LMA Licensee's business with respect to its LMA Stations in
the same manner as they presently are being conducted and as they are proposed
to the conducted; each LMA Licensee has taken all actions and performed all of
its obligations that are necessary to maintain such FCC Authorizations without
adverse modification or impairment, and complete and correct copies of the FCC
Authorizations of each LMA Licensee have been delivered to the Purchasers;
except as expressly set forth on Schedule 4.27(b), no event has occurred which
                                 ----------------
(i) results in, or after notice or lapse of time or both would result in,
revocation, suspension, adverse modification, nonrenewal, impairment or
termination of or any order of forfeiture with respect to, any FCC Authorization
for any LMA Station or (ii) materially and adversely affects or in the future
may (so far as now can reasonably be foreseen) materially adversely affect any
of the rights of any LMA Licensee thereunder, and no condition has been imposed
by the FCC as part of any of the FCC Authorizations for any LMA Station, or on
the grant of the renewal for such FCC Authorizations, which is not set forth on
the face thereof as issued by the FCC or contained in the rules and regulations
of the FCC applicable generally to stations of the type, nature, class or
location of the LMA Stations.

          (iii)  To the best of the Company's knowledge after due inquiry:
except as expressly set forth in Schedule 4.27(b), no LMA Licensee is a party to
                                 ----------------
any investigation, notice of apparent liability, violation, forfeiture or other
order or complaint issued by or before any court or regulatory body, including
the FCC, or of any other proceedings (other than proceedings relating to the
radio industry generally) which could in any manner threaten or adversely affect
the validity or continued effectiveness or its FCC Authorizations; the FCC has
granted renewals of the FCC Authorizations for each LMA Station in the ordinary
course; and each LMA Licensee has filed in a timely manner all material reports,
applications, documents, instruments and information required to be filed by it
pursuant to applicable rules and regulations or requests of every regulatory
body having jurisdiction over any of its FCC Authorizations.

          (iv)   To the best of the Company's knowledge after due inquiry:
except as expressly set forth in Schedule 4.27(b), none of the facilities used
                                 ----------------
in connection with any LMA Licensee's radio broadcasting operations that such
LMA Licensee owns or uses in connection with the operation of its LMA Station,
violates in any material respect the provisions of any applicable building
codes, fire regulations, building restrictions or other governmental ordinances,
orders, or regulations and each such facility is zoned so as to permit the
commercial uses intended by the owner or occupier thereof and there are no
outstanding variances or special use permits materially affecting any of the
facilities or the uses thereof.

          (v)    To the best of the Company's knowledge after due inquiry:  each
Ownership Report filed by each LMA Licensee with the FCC is true, correct and
complete in all material respects and there have been no changes in such LMA
Licensee's ownership since the filing of the most recent Ownership Reports for
the LMA Stations of such LMA Licensee.

          (vi)   To the best of the Company's knowledge after due inquiry:  the
execution, delivery and performance of the Transaction Documents in accordance
with their terms will not result in any violation of the Communications Act, and
will not cause any forfeiture or impairment of any of the FCC Authorizations
issued for the operation of any LMA Station.

                                      57
<PAGE>

                                   ARTICLE 5
                                   ---------

                       REPRESENTATIONS OF THE PURCHASERS
                       ---------------------------------

          Each Purchaser severally and not jointly represents and warrants to
the Company as of the date hereof and as of the Closing Time as follows:

          5.01.  Purchase for Investment.
          -------------------------------

          (a)    Such Purchaser is acquiring the Securities for its own account,
for investment and not with a view to any distribution thereof within the
meaning of the Securities Act.

          (b)    Such Purchaser understands that (i) the Securities have not
been registered under the Securities Act and are being issued by the Company in
transactions exempt from the registration requirements of the Securities Act and
(ii) the Securities may not be offered or sold except pursuant to an effective
registration statement under the Securities Act or pursuant to an applicable
exemption from registration under the Securities Act.

          (c)    Such Purchaser further understands that the exemption from
registration afforded by Rule 144 (the provisions of which are known to such
Purchaser) promulgated under the Securities Act depends on the satisfaction of
various conditions, and that, if applicable, Rule 144 may afford the basis for
sales only in limited amounts.

          (d)    Such Purchaser did not, and is not obligated to, pay any broker
or finder in connection with the transactions contemplated in this Agreement.

          (e)    Such Purchaser is a Qualified Institutional Buyer or an
Accredited Investor.

                                   ARTICLE 6
                                   ---------

                       COVENANTS TO PROVIDE INFORMATION
                       --------------------------------

          The Company covenants and agrees with each Purchaser that until the
     principal amount of (and premium, if any, on) all the Notes, and all
     interest, Special Interest and other obligations hereunder in respect
     thereof, shall have been paid in full, and while any Warrant LP Units or
     Warrant Shares shall remain outstanding:

          6.01.  Reports to Holders. Commencing upon the earlier of (i) the
          -------------------------
consummation of a Public Equity Offering, to the extent the Excess IPO Proceeds
are insufficient to redeem all of the Notes, or (ii) six (6) months after the
Issue Date, the Company shall:

          (a)  SEC Reports.  Whether or not the Company is then required to file
          ----------------
     reports with the Commission, file with the Commission all such annual
     reports, quarterly reports, current reports and other documents that the
     Company would be required to file if it were subject to Section 13(a) or
     15(d) under the Exchange Act.

                                      58
<PAGE>

          The Company will also be required (i) to supply to each Holder without
     cost to such Holder, copies of such reports and other documents within 15
     days after the date on which the Company files such reports and documents
     with the Commission or the date on which the Company would be required to
     file such reports and documents if the Company were so required and (ii) if
     filing such reports and documents with the Commission is not accepted by
     the Commission or is prohibited under the Exchange Act, to supply at the
     Company's cost copies of such reports and documents to any prospective
     Holder of Notes promptly upon written request.

          (b)  Chief Financial Officer Certificates.  Concurrently with the
          -----------------------------------------
delivery of the reports referred to in subsection (a) of this Section 6.01,
deliver an Officers' Certificate (of which one of the signatories shall be the
chief financial officer or the Director of Accounting of the Company) (i)
stating that, to the best of such Officers' knowledge after due inquiry, each of
the Company and its respective Subsidiaries has observed or performed all of its
covenants and other agreements, and satisfied every condition, contained in this
Agreement and the other Transaction Documents to be observed, performed or
satisfied by it, and in that such Officer has obtained no knowledge of any
Default or Event of Default, except as specified in such Officers' Certificate,
and (ii) showing in detail as of the end of the related fiscal period the
figures and calculations supporting such statement in respect of Sections 8.02,
8.04 and 8.05 of this Agreement or, if applicable, the corresponding sections of
the Indenture.

          (c)  Other Information.  Promptly upon their becoming available,
          ----------------------
deliver copies of all financial statements, reports, notices and proxy
statements sent to its securityholders or made available generally by the
Company or any of its Subsidiaries and all regular and periodic reports and all
registration statements and final prospectuses, if any, filed by the Company or
any of its Subsidiaries with any securities exchange or with the Commission or
any Governmental Authority succeeding to any of its functions and, prior to a
Public Equity Offering and promptly upon request, such additional financial and
other information as any Holder may from time to time reasonably request.

          (d)  Notice of Default or Event of Default.  Promptly, but in any
          ------------------------------------------
event within three (3) Business Days, after any officer of the Company becomes
aware of the existence of any Default or Event of Default or that any Person has
given any notice or taken any other action with respect to a claimed Default or
Event of Default, deliver a written notice thereof to the Noteholders specifying
the nature and existence thereof and what action the Company is taking or
proposes to take with respect thereto.

          (e)  Additional Information to Holders of Other Indebtedness.
          ------------------------------------------------------------
Simultaneously with the furnishing of such information to any other holder of
Indebtedness of the Company or any of its Subsidiaries, deliver (i) copies of
all other financial statements, reports or projections with respect to the
Company or its Subsidiaries which are broader in scope or on a more frequent
basis than the Company is otherwise required to provide under this Agreement and
(ii) copies of all studies, reviews, reports or assessments relating to
environmental matters that reveal circumstances, events or other matters that
would reasonably be expected to have a Material Adverse Effect.

                                      59
<PAGE>

          (f)  Original Issue Discount Information. Make information returns
               -----------------------------------
disclosing all original issue discount accruing with respect to the Notes as may
be required by applicable law.

                                   ARTICLE 7
                                   ---------

                          OTHER AFFIRMATIVE COVENANTS
                          ---------------------------

          The Issuers further covenant and agree with each Purchaser that until
the principal amount of (and premium, if any, on) all the Notes, and all
interest, Special Interest and other obligations hereunder in respect thereof,
shall have been paid in full:

          7.01.  Payment of Principal, Premium and Interest. The Issuers shall
                 ------------------------------------------
duly and punctually pay the principal of (and premium, if any, on) and all
interest (including Special Interest) on the Notes in accordance with the terms
of the Notes and this Agreement.

          The Issuers shall pay interest on overdue principal (including post-
petition interest in a proceeding under any Bankruptcy Law), and interest on
overdue interest (including Special Interest), to the extent lawful, at the rate
specified in the Notes.

          7.02.  Preservation of Partnership Existence and Franchises. Subject
                 ----------------------------------------------------
to Section 8 hereof, the Issuers will do or cause to be done all things
necessary to preserve and keep in full force and effect the corporate or limited
liability company (as applicable) or partnership existence, rights (charter and
statutory) and franchises of themselves and each Restricted Subsidiary;
provided, however, that, subject to the other provisions of this Agreement, the
Issuers shall not be required to preserve any such right or franchise, or the
existence of any Restricted Subsidiary, if the General Partner (so long as the
Company is a partnership) or Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries as a whole and that the loss thereof is not
disadvantageous in any material respect to the Holders.

          7.03.  Maintenance of Properties. The Issuers will cause all material
                 -------------------------
properties owned by them or any Restricted Subsidiary or used or held for use in
the conduct of its business or the business of any Restricted Subsidiary to be
maintained and kept in good condition, repair and working order (except ordinary
wear and tear) and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section shall
prevent the Issuers or any of their Restricted Subsidiaries from discontinuing
the maintenance of any of such properties if such discontinuance is, in the
judgment of the Company, desirable in the conduct of their business or the
business of any Restricted Subsidiary and not disadvantageous in any material
respect to the Holders.

          7.04.  Taxes.
                 -----

          (a)    Payment of Taxes. The Issuers will pay or discharge or cause to
                 ----------------
be paid or discharged, before the same shall become delinquent, (a) all material
taxes, assessments and

                                      60
<PAGE>

governmental charges levied or imposed upon the Issuers or any Subsidiary or
upon the income, profits or property of the Issuers or any Subsidiary and (b)
all lawful claims for labor, materials and supplies, which, if unpaid, would by
law become a lien (other than a Permitted Lien) upon the property of the Issuers
or any Subsidiary; provided, however, that the Issuers shall not be required to
pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings.

          (b)    Tax Returns.  The Issuers and their Subsidiaries shall timely
                 -----------
file or cause to be filed when due all material Tax Returns that are required to
be filed by or with respect to the Issuers or their Subsidiaries and shall pay
any Taxes due in respect of such Tax Returns.

          7.05.  Books, Records and Access. The Issuers and their Subsidiaries
                 -------------------------
shall keep complete and accurate books and records of their transactions in
accordance with good accounting practices on the basis of GAAP (including the
establishment and maintenance of appropriate reserves). Prior to the
effectiveness of an Exchange Offer Registration Statement or a Shelf
Registration Statement and thereafter to the extent the Company is not in
compliance with its obligations under the Indenture to file with the Commission
all annual, quarterly and current reports required by the Exchange Act (whether
or not the Company is obligated to report under the Exchange Act), if reasonably
required in connection with any resale of Notes or Exchange Notes and upon
reasonable notice, the Company shall, and shall cause its Subsidiaries to,
subject to compliance with Applicable Laws and confidentiality obligations to
third parties, give each Purchaser (to the extent that it holds Notes or
Exchange Notes) and any Holder that (i) holds not less than 10% in aggregate
principal amount of the then outstanding Notes and (ii) is not a competitor of
the Company or any of its Subsidiaries in any material respect (and, in each
case, any sales or placement agent or underwriter participating in such resale)
and their authorized representatives reasonable access, in the presence of the
management of the Company, during normal business hours to all contracts, books,
records, personnel, offices and other facilities and properties of the Company
and its Subsidiaries and their legal advisors, accountants and, to the extent
available to the Company after the Company uses reasonable efforts to obtain
them, the accountants' work papers, permit each Purchaser and such Holder (and
any such sales or placement agent or underwriter) to make such copies and
inspections thereof as such Purchaser or such Holder may reasonably request and
furnish each Purchaser and such Holder (and any such sales or placement agent or
underwriter) with such financial and operating data and other information with
respect to the business and properties of the Company and its Subsidiaries as
such Purchaser or such Holder (and any such sales or placement agent or
underwriter) may from time to time reasonably request. Any such visits will be
at the expense of such Purchaser or such Holder.

          7.06.  Compliance with Law. The Issuers shall, and shall cause each of
                 -------------------
their Subsidiaries to, comply with all Applicable Laws and shall obtain and
maintain, and shall cause each of its Subsidiaries to obtain and maintain, all
Permits necessary to the ownership of their respective properties or to the
conduct of their respective businesses, in each case to the extent necessary to
ensure that any such non-compliance with Applicable Law or any failure to obtain
or maintain such Permits, individually or in the aggregate, would not have a
Material Adverse Effect.

                                      61
<PAGE>

          7.07.  Insurance. The Company shall, and shall cause its Subsidiaries
                 ---------
to, maintain, with financially sound and reputable insurers, insurance with
respect to their respective properties and business against such casualties and
contingencies, of such types, on such terms and in such amounts (including
deductibles, co-insurance and self-insurance, if adequate reserves are
maintained with respect thereto) as is customary in the case of entities of
established reputations engaged in the same or a similar business and similarly
situated, except where failure to maintain such insurance would not have a
material adverse effect.

          7.08.  Offer to Repurchase upon Change of Control.
                 ------------------------------------------

          (a)    If a Change in Control shall occur at any time, then each
Holder of Notes shall have the right to require that the Issuers purchase, and
the Issuers shall make an offer to purchase, from such Holder all of the Notes,
in whole or in part and in integral multiples of $1,000 principal amount at
Maturity, at a purchase price (the "Change in Control Purchase Price") in cash
                                    --------------------------------
in an amount equal to (i) 101% of the Accreted Value thereof as of the date of
repurchase (the "Change in Control Purchase Date") if such date is on or before
                 -------------------------------
May 1, 2005 and (ii) 101% of the principal amount at Maturity of the Notes,
thereof plus accrued and unpaid cash interest, if any, to the Change in Control
Purchase Date, if such date is after May 1, 2005, pursuant to the offer
described in this Section 7.08 (the "Change in Control Offer") and the other
                                     -----------------------
procedures set forth in this Agreement.

          (b)   Within 15 days following any Change in Control, the Issuers
shall give written notice of such Change in Control Offer to each Holder by
first-class mail, postage prepaid, at the address of such Holder appearing in
the Security Register, stating, among other things, (i) the Change in Control
Purchase Price and the Change in Control Purchase Date, which shall be a
Business Day no earlier than 30 days nor later than 60 days from the date such
notice is mailed, or such later date as is necessary to comply with requirements
under the Exchange Act or any applicable securities laws or regulations; (ii)
that any Note not tendered will continue to accrete original issue discount
and/or accrue interest, as the case may be; (iii) that, unless the Issuers
default in the payment of the Change in Control Purchase Price, any Notes
accepted for payment pursuant to the Change in Control Offer shall cease to
accrete original issue discount and/or accrue interest, as the case may be,
after the Change in Control Purchase Date; (iv) that Holders electing to have
any Notes purchased pursuant to a Change in Control Offer shall be required to
surrender the Notes, with the form entitled "Option of Holder to Elect Purchase"
                                             ----------------------------------
on the reverse of the Notes completed, to the Issuers or their designated agent
at the address specified in the notice prior to the close of business on the
third Business Day preceding the Change in Control Purchase Date; (v) that
Holders shall be entitled to withdraw their election if the Issuers or their
designated agent receives, not later than the close of business on the second
Business Day preceding the Change in Control Purchase Date, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder, the
principal amount of Notes delivered for purchase, and a statement that such
Holder is withdrawing its election to have such Notes purchased; (vi) that
Holders whose Notes are being purchased only in part shall be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered,
which unpurchased portion must be equal to $1,000 in principal amount at
maturity or an integral multiple thereof; (vii) the instructions that the
Holders must follow in order to tender their Notes; and (viii) the circumstances
and relevant facts regarding such Change in Control.

                                      62
<PAGE>

          (c)    The Issuers shall comply to the extent applicable with the
requirements of the tender offer rules, including Rule 14e-1 under the Exchange
Act, and any other applicable securities laws and regulations in connection with
a Change in Control Offer.

          (d)    The Issuers will not, and will not permit any Subsidiary to,
create or permit to exist or become effective any restriction (other than
restrictions existing under Indebtedness as in effect on the date of this
Agreement) that would materially impair the ability of the Issuers to make a
Change in Control Offer to purchase the Notes or, if such Change in Control
Offer is made, to pay for the Notes tendered for purchase.

          7.09.  Offer to Purchase by Application of Excess Proceeds.
                 ---------------------------------------------------

          (a)    In the event that, pursuant to Section 8.05 hereof, the Issuers
                                                ------------
shall be required to commence an Excess Proceeds Offer, they shall follow the
procedures specified in this Section 7.09.

          (b)    Within 15 days after the obligation of the Company to make an
Excess Proceeds Offer arises, the Issuers shall give written notice of such
Excess Proceeds Offer to each Holder of Notes by first-class mail, postage
prepaid, at the address of such Holder appearing in the Note Register, stating,
(i) the Excess Proceeds Offer Price and the date of the purchase of Notes
pursuant to the Excess Proceeds Offer (the "Excess Proceeds Offer Date"), which
                                            --------------------------
shall be a Business Day no earlier than 30 days nor later than 60 days from the
date such notice is mailed, or such later date as is necessary to comply with
requirements under the Exchange Act or any applicable securities laws or
regulations; (ii) that any Note not tendered will continue to accrue interest;
(iii) that, unless the Company defaults in the payment of the Excess Proceeds
Offer Price, any Notes accepted for payment pursuant to the Excess Proceeds
Offer shall cease to accrue interest after the Excess Proceeds Offer Date; (iv)
that Holders electing to have any Notes purchased pursuant to an Excess Proceeds
Offer shall be required to surrender the Notes, with the form entitled "Option
                                                                        ------
of Holder to Elect Purchase" on the reverse of the Notes completed, to the
---------------------------
Paying Agent at the address specified in the notice prior to the close of
business on the third Business Day preceding the Excess Proceeds Offer Date; (v)
that Holders shall be entitled to withdraw their election if the Paying Agent
receives, not later than the close of business on the second Business Day
preceding the Excess Proceeds Offer Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount at Maturity of Notes delivered for purchase, and a statement that such
Holder is withdrawing its election to have such Notes purchased; (vi) that
Holders whose Notes are being purchased only in part shall be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered,
which unpurchased portion must be equal to $1,000 in principal amount at
Maturity or an integral multiple thereof; (vii) the instructions that the
Holders of Notes must follow in order to tender their Notes; and (viii) the
circumstances and relevant facts regarding such Excess Proceeds Offer.

          (c)    The Issuers shall comply to the extent applicable with the
requirements of the tender offer rules, including Rule 14e-1 under the Exchange
Act, and any other applicable securities laws and regulations in connection with
an Excess Proceeds Offer.

          7.10.  Offer to Purchase In Event of Non-Consummation of Aurora
                 --------------------------------------------------------
                 Acquisition.
                 -----------
                                      63
<PAGE>

          (a)    In the event that the Aurora Acquisition has not been
consummated within 180 days after the Issue Date, the Issuers shall be obligated
to make an offer to purchase (the "Aurora Offer to Purchase"), at a price of
                                   ------------------------
101% of the Accreted Value thereof (the "Aurora Offer Purchase Price"), plus
                                         ---------------------------
accrued and unpaid interest, if any, Notes having an aggregate Accreted Value of
50% of the total Accreted Value of the Notes then outstanding, in accordance
with the procedures specified in this Section 7.10.

          (b)    Within 15 days after the obligation of the Issuers to make an
Aurora Offer to Purchase arises, the Issuers shall give written notice of such
Aurora Offer to Purchase to each Holder of Notes by first-class mail, postage
prepaid, at the address of such Holder appearing in the Note Register, stating,
(i) the Aurora Offer Purchase Price and the date of the purchase of Notes
pursuant to the Aurora Offer to Purchase (the "Aurora Offer Purchase Date"),
                                               --------------------------
which shall be a Business Day no earlier than 30 days nor later than 60 days
from the date such notice is mailed, or such later date as is necessary to
comply with requirements under the Exchange Act or any applicable securities
laws or regulations; (ii) that any Note not tendered will continue to accrue
interest; (iii) that, unless the Company defaults in the payment of the Aurora
Offer Purchase Price, any Notes accepted for payment pursuant to the Aurora
Offer to Purchase shall cease to accrue interest after the Aurora Offer Purchase
Date; (iv) that Holders electing to have any Notes purchased pursuant to an
Aurora Offer to Purchase shall be required to surrender the Notes, with the form
entitled "Option of Holder to Elect Purchase" on the reverse of the Notes
          ----------------------------------
completed, to the Paying Agent at the address specified in the notice prior to
the close of business on the third Business Day preceding the Aurora Offer
Purchase Date; (v) that Holders shall be entitled to withdraw their election if
the Paying Agent receives, not later than the close of business on the second
Business Day preceding the Aurora Offer Purchase Date, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder, the
principal amount at Maturity of Notes delivered for purchase, and a statement
that such Holder is withdrawing its election to have such Notes purchased; (vi)
that Holders whose Notes are being purchased only in part shall be issued new
Notes equal in principal amount to the unpurchased portion of the Notes
surrendered, which unpurchased portion must be equal to $1,000 in principal
amount at Maturity or an integral multiple thereof; (vii) the instructions that
the Holders of Notes must follow in order to tender their Notes; and (viii) the
circumstances and relevant facts regarding such Aurora Offer to Purchase.

          (c)    The Issuers shall comply to the extent applicable with the
requirements of the tender offer rules, including Rule 14e-1 under the Exchange
Act, and any other applicable securities laws and regulations in connection with
an Aurora Offer to Purchase.

          7.11.  Offer to Purchase In Event Banks Decline Mandatory Prepayment
                 -------------------------------------------------------------
of Proceeds of Certain Debt Issuances. (a) In the event of a Qualified Debt
-------------------------------------
Issuance as to which the Lenders have exercised their election under Section
2.11 of the Bank Credit Agreement not to require the application of the proceeds
therefrom to the prepayment of loans or reduction of commitments under the Bank
Credit Agreement, the Issuers shall be obligated to make an offer to purchase
Notes from Holders (the "Excess Debt Issuance Proceeds Offer to Purchase") in an
                         -----------------------------------------------
amount equal to the portion of such proceeds not applied to such prepayment, at
a purchase price per Note (the "Excess Debt Issuance Proceeds Offer Price"), of
                                -----------------------------------------
(i) 100% of the Accreted Value thereof, plus accrued and unpaid interest, if
any, as of the date of repurchase if such date is on or before May 1, 2005 and
(ii) 100% of the principal amount thereof, plus accrued and unpaid cash

                                      64
<PAGE>

interest, if any, to the date of repurchase if such date is after May 1, 2005,
in accordance with the procedures specified in this Section 7.11.

          (b) Within 15 days after the obligation of the Issuers to make an
Excess Debt Issuance Proceeds Offer to Purchase arises, the Issuers shall give
written notice of such Excess Debt Issuance Proceeds Offer to Purchase to each
Holder of Notes by first-class mail, postage prepaid, at the address of such
Holder appearing in the Security Register, stating, (i) the Excess Debt Issuance
Proceeds Offer to Purchase and the date of the purchase of Notes pursuant to the
Excess Debt Issuance Proceeds Offer to Purchase (the "Excess Debt Issuance
                                                      --------------------
Proceeds Offer to Purchase Date"), which shall be a Business Day no earlier than
-------------------------------
30 days nor later than 60 days from the date such notice is mailed, or such
later date as is necessary to comply with requirements under the Exchange Act or
any applicable securities laws or regulations; (ii) that any Note not tendered
will continue to accrue interest; (iii) that, unless the Company defaults in the
payment of the Excess Debt Issuance Proceeds Offer Purchase Price, any Notes
accepted for payment pursuant to the Excess Debt Issuance Proceeds Offer to
Purchase shall cease to accrue interest after the Excess Debt Issuance Proceeds
Offer Purchase Date; (iv) that Holders electing to have any Notes purchased
pursuant to an Excess Debt Issuance Proceeds Offer to Purchase shall be required
to surrender the Notes, with the form entitled "Option of Holder to Elect
                                                -------------------------
Purchase" on the reverse of the Notes completed, to the Paying Agent at the
--------
address specified in the notice prior to the close of business on the third
Business Day preceding the Excess Debt Issuance Proceeds Offer to Purchase Date;
(v) that Holders shall be entitled to withdraw their election if the Paying
Agent receives, not later than the close of business on the second Business Day
preceding the Excess Debt Issuance Proceeds Offer to Purchase Date, a telegram,
telex, facsimile transmission or letter setting forth the name of the Holder,
the principal amount at Maturity of Notes delivered for purchase, and a
statement that such Holder is withdrawing its election to have such Notes
purchased; (vi) that Holders whose Notes are being purchased only in part shall
be issued new Notes equal in principal amount to the unpurchased portion of the
Notes surrendered, which unpurchased portion must be equal to $1,000 in
principal amount at Maturity or an integral multiple thereof; (vii) the
instructions that the Holders of Notes must follow in order to tender their
Notes; and (viii) the circumstances and relevant facts regarding such Excess
Debt Issuance Proceeds Offer to Purchase. To the extent that the aggregate
Excess Debt Issuance Proceeds Offer Price that would be payable in respect of
Notes tendered pursuant to an Excess Proceeds Debt Issuance Offer is less than
the Excess Debt Issuance Proceeds available for such offer, the Company may use
such deficiency for general corporate purposes. If the aggregate Excess Proceeds
Debt Issuance Offer Price of Notes validly tendered and not withdrawn by Holders
thereof exceeds the Excess Debt Issuance Proceeds, Notes to be purchased will be
selected on a pro rata basis.

          (c) The Issuers shall comply to the extent applicable with the
requirements of the tender offer rules, including Rule 14e-1 under the Exchange
Act, and any other applicable securities laws and regulations in connection with
an Excess Debt Issuance Proceeds Offer to Purchase.

          7.12.  Further Assurances. Issuers shall, upon the request of the
                 ------------------
Noteholders, execute and deliver such further instruments and do such further
acts as may be reasonably necessary or proper to carry out more effectively the
provisions of this Agreement.

                                      65
<PAGE>

                                   ARTICLE 8
                                   ---------

                               NEGATIVE COVENANTS
                               ------------------

          The Company hereby covenants and agrees with each Purchaser that until
the principal amount of (and premium, if any, on) all the Notes, and all
interest, Special Interest and other obligations hereunder in respect thereof,
shall have been paid in full:

          8.01.  Stay, Extension and Usury Laws. The Issuers covenant (to the
                 ------------------------------
extent that they may lawfully do so) that they shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law or other law wherever enacted, now or at
any time hereafter in force, that may affect the covenants or the performance of
their obligations under the Notes or this Agreement, and the Issuers hereby
expressly waive all benefit or advantage of any such law, and covenant that they
shall not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Noteholders, but shall suffer and permit the
execution of every such power as though no such law has been enacted.

          8.02.  Restricted Payments.
                 -------------------

          (a)    The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, take any of the following actions:

          (i)    declare or pay any dividend on, or make any other distribution
     or payment on or in respect of, any of its Equity Interests of the Company
     or any Restricted Subsidiary or any payment to direct or indirect Holders
     (in their capacities as such) of Equity Interests of the Company or any
     Restricted Subsidiary, Qualified Equity Interests (other than dividends or
     distributions payable solely in Qualified Equity Interests);

          (ii)   purchase, redeem or otherwise acquire or retire for value,
     directly or indirectly, any Equity Interests or any Equity Interests of any
     of its Affiliates (other than Equity Interests of any Wholly Owned
     Restricted Subsidiary);

          (iii)  make any principal payment on, or repurchase, redeem, defease
     or otherwise acquire or retire for value, prior to any scheduled maturity,
     scheduled repayment, scheduled sinking fund payment or other stated
     maturity, any Subordinated Indebtedness;

          (iv)   make any Investment (other than any Permitted Investment) in
     any Person; or

          (v)    declare or pay any dividend or distribution on any Equity
  Interests of any Restricted Subsidiary to any Person (other than to the
  Company or any of its Wholly Owned Restricted Subsidiaries) other than pro
  rata dividends or distributions on a class of Voting Equity Interests of any
  Restricted Subsidiary, the majority of which is owned by the Company and/or
  one or more Wholly Owned Restricted Subsidiaries; provided that no Restricted
  Subsidiary shall declare or pay such pro rata dividends or distributions on
  its Voting Equity Interests of the Company or any Restricted Subsidiary to any
  Person

                                      66
<PAGE>

(other than the Company or a Wholly Owned Restricted Subsidiary) at a time when
it has outstanding Indebtedness owed to the Company or another Restricted
Subsidiary; (such payments, Investments or other actions described in clauses
(i) through (v) are collectively referred to as "Restricted Payments"), unless
                                                 -------------------
at the time of, and immediately after giving effect to, the proposed Restricted
Payment (the amount of any such Restricted Payment, if other than cash, as
determined by the Board of Directors, whose determination shall be conclusive
and evidenced by a Board Resolution), (1) no Default or Event of Default shall
have occurred and be continuing, (2) the Company could incur at least $1.00 of
additional Indebtedness (other than Permitted Indebtedness) pursuant to Section
8.04, and (3) the aggregate amount of all Restricted Payments declared or made
from and after the Issue Date shall not exceed the sum of, without duplication:



          (A)  50% of the aggregate Consolidated Adjusted Net Income of the
               Company accrued on a cumulative basis during the period (treated
               as one accounting period) beginning on the first day of the first
               fiscal quarter commencing after the Issue Date and ending on the
               last day of the Company fiscal quarter immediately preceding the
               date of the Restricted Payment for which financial statements are
               available (or, if such aggregate Consolidated Adjusted Net Income
               shall be a deficit, minus 100% of such deficit); plus

          (B)  the greater of (i) $0 and (ii) the aggregate Net Cash Proceeds
               received by the Company after the Issue Date as a capital
               contribution in respect of existing Qualified Equity Interests of
               the Company or from the issuance or sale of Qualified Equity
               Interests of the Company (including Equity Interests issued upon
               the exercise of options, warrants, options or rights to purchase
               Equity Interest of Qualified Equity Interests of the Company or
               the conversion or exchange of Indebtedness into Qualified Equity
               Interests to any person (other than to any Subsidiary of the
               Company) (except to the extent of any such Net Cash Proceeds
               applied in the manner provided in clause (b)(ii) or (iii) below)
               minus $112.0 million; plus

          (C)  in the case of the disposition or repayment of any Investment
               constituting a Restricted Payment made after the Issue Date, an
               amount (to the extent not included in the computation of
               Consolidated Adjusted Net Income) equal to the lesser of (i) the
               return of capital with respect to such Investment and (ii) the
               amount of such Investment that was treated as a Restricted
               Payment; plus

          (D)  so long as the Designation thereof was treated as a Restricted
               Payment made after the Issue Date, with respect to any
               Unrestricted Subsidiary that has been redesignated as a
               Restricted Subsidiary after the Issue Date in accordance with
               Section 8.17 the proportionate interest of the Company and the
               Restricted Subsidiaries in the Fair Market Value of any
               Unrestricted Subsidiary that has been redesignated as a
               Restricted Subsidiary after the Issue Date in accordance with
               Section 8.17 not to

                                      67
<PAGE>

                 exceed in any case the Designation Amount with respect to such
                 Restricted Subsidiary upon its Designation; minus

          (E)    the greater of (i) $0 and (ii) the Designation Amount (measured
                 as of the Date of Designation) with respect to any Restricted
                 Subsidiary that has been designated as an Unrestricted
                 Subsidiary after the Issue Date in accordance with Section
                 8.17.

          (b)    Notwithstanding paragraph (a) above, the Company and any
Restricted Subsidiary may take the following actions so long as (with respect to
clauses (ii), (iii), (iv), (v), (vi) and (vii) below) no Default or Event of
Default shall have occurred and be continuing or occur as a consequence of any
such action;

          (i)    the payment of any dividend or distribution within 60 days
     after the date of declaration or approval thereof, if at such date of
     declaration or approval such dividend or distribution would have complied
     with the provisions of paragraph (a) above and such payment will be deemed
     to have been paid on such date of declaration or approval for purposes of
     the calculation required by paragraph (a) above;

          (ii)   the purchase, redemption, retirement or other acquisition, of
     any shares of Equity Interests of the Company, in exchange for, or out of
     the Net Cash Proceeds of a substantially concurrent capital contribution in
     respect of, or issuance and sale (other than to a Subsidiary) of, Qualified
     Equity Interests of the Company;

          (iii)  the purchase, redemption, defeasance or other acquisition or
     retirement of any Subordinated Indebtedness in exchange for, or out of the
     Net Cash Proceeds of a substantially concurrent capital contribution in
     respect of, or issuance and sale (other than to a Subsidiary) of Qualified
     Equity Interests of the Company;

          (iv)   the purchase, redemption, defeasance or other acquisition or
     retirement for value of Subordinated Indebtedness in exchange for, or out
     of the Net Cash Proceeds of a substantially concurrent incurrence (other
     than to a Subsidiary) of, new Subordinated Indebtedness so long as (A) the
     principal amount of such new Subordinated Indebtedness does not exceed the
     principal amount (or, if such Subordinated Indebtedness being refinanced
     provides for an amount less than the principal amount thereof to be due and
     payable upon a declaration of acceleration thereof, such lesser amount as
     of the date of determination) of the Subordinated Indebtedness being so
     purchased, redeemed, defeased, acquired or retired, plus the amount of any
     premium required to be paid in connection with such refinancing pursuant to
     the terms of such Subordinated Indebtedness being refinanced or the amount
     of any premium reasonably determined by the Company as necessary to
     accomplish such refinancing, plus, in either case, the amount of expenses
     of the Company incurred in connection with such refinancing; (B) such new
     Subordinated Indebtedness is subordinated to the Notes to the same extent
     as such Subordinated Indebtedness so purchased, redeemed, defeased,
     acquired or retired; and (C) such new Subordinated Indebtedness has an
     Average Life longer than the Average Life of the Notes and a final Stated
     Maturity of principal later than the final Stated Maturity of principal of
     the Notes;

                                      68
<PAGE>

          (v)    so long as no Default shall have occurred or be continuing and
     provided the Company is then a partnership for federal income tax purposes,
     distributions in respect of, and repurchases of, Equity Interests of the
     Company owned by the partners of the Company, to the extent necessary to
     pay current tax liabilities payable in respect of income of the Company in
     an amount not to exceed in any calendar year the product of (a) the
     ordinary income from trade or business activities and giving effect to
     other items of income, loss and deduction reported by the Company for the
     most recently ended tax year for federal income tax purposes multiplied by
     (b) a percentage equal to the [highest combined applicable marginal federal
     and New Jersey income tax rates] for corporations or individuals for such
     tax year (expressed as a percentage); provided that nothing in this clause
     (v) shall be deemed to permit any such distribution or repurchase to pay
     any tax liabilities of the Company's partners resulting from the conversion
     of the Company from partnership to corporate form;

          (vi)   Investments constituting Restricted Payments not to exceed
     $5,000,000;

          (vii)  the application of the Net Cash Proceeds from the offering of
     the Notes and borrowings under the Bank Credit Agreement to pay (x) the
     Existing Notes Repayment, (y) the Initial NH Redemption Payment and (z) the
     Preferred Return Payments; and

          (viii) the Deferred NH Redemption Payment.

The actions described in clauses (i), (v) and (vi) of this paragraph (b) shall
be Restricted Payments that shall be permitted to be taken in accordance with
this paragraph (b) but shall reduce the amount that would otherwise be available
for Restricted Payments under clause (3) of paragraph (a), and the actions
described in clauses ((ii), (iii), (vii) and (viii) of this paragraph (b) shall
be Restricted Payments that shall be permitted to be taken in accordance with
this paragraph (b) and shall not reduce the amount that would otherwise be
available for Restricted Payments under clause (3) of paragraph (a) above.


8.03. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.
      -------------------------------------------------------------------------
The Company will not, and will not permit any Restricted Subsidiary to, directly
or indirectly, create or otherwise cause or suffer to exist or become effective
any consensual encumbrance or restriction of any kind on the ability of any
Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any
other distributions on or in respect of its Equity Interests or any other
interest or participation in, or measured by, its profits owned by the Company
or any Restricted Subsidiary, (b) pay any Indebtedness owed to the Company or
any other Restricted Subsidiary, (c) make Investments in the Company or any
other Restricted Subsidiary, (d) transfer any of its properties or assets to the
Company or any other Restricted Subsidiary or (e) guarantee any Indebtedness of
the Company or any other Restricted Subsidiary, except for such encumbrances or
restrictions existing under or by reason of (i) any agreement in effect on the
Issue Date, (ii) applicable law, (iii) customary non-assignment provisions of
any lease governing a leasehold interest of the Company or any Restricted
Subsidiary, (iv) any agreement or other instrument of a Person acquired by the
Company or any Restricted Subsidiary in existence at the time of such
acquisition (but not created in contemplation thereof), which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any

                                      69
<PAGE>

Person, other than the Person, or the property or assets of the Person, so
acquired, (v) restrictions contained in any security agreement (including a
capital lease obligation) securing Indebtedness of the Company or a Restricted
Subsidiary otherwise permitted under this Agreement, (vi) customary
nonassignment provisions entered into in the ordinary course of business in
leases and other agreements, (vii) restrictions with respect to assets under an
agreement pursuant to which the Company or a Restricted Subsidiary has agreed to
the sale or disposition of such assets in accordance with Section 8.05, (viii)
pursuant to this Agreement and the Notes, (ix) the Bank Credit Agreement as in
effect on the date hereof, or (x) any agreement that extends, renews, refinances
or replaces the agreements containing the encumbrances and restrictions in the
foregoing clause (i) or (iv) so long as such encumbrances or restrictions, taken
as a whole, are no less favorable in any material respect to the Company or any
Restricted Subsidiary than those contained in the agreement so executed,
renewed, refinanced or replaced.

          8.04.  Incurrence of Indebtedness. (a) The Company will not, and will
                 --------------------------
not permit any Restricted Subsidiary to create, incur, assume, issue, guarantee
or in any other manner become, directly or indirectly liable, contingently or
otherwise, for or with respect to (in any such case, to "incur") any
                                                         -----
Indebtedness (including any Acquired Indebtedness) other than Permitted
Indebtedness; provided that the Company and Opco may Incur Indebtedness
(including any Acquired Indebtedness) if after giving pro forma effect to such
incurrence (including the application of net proceeds therefrom), (i) the
Consolidated Leverage Ratio for the latest four full fiscal quarters for which
financial statements are available immediately preceding the incurrence of such
Indebtedness does not exceed 7.5:1.0 and (ii) no Default or Event of Default
shall have occurred and be continuing or occur as a consequence of the actions
set forth in this covenant.

          (b)    For the purposes of determining compliance with this Section
8.04, in the event that an item of Indebtedness or any portion thereof meets the
criteria of more than one of the types of Permitted Indebtedness, the Company
will have the right, in its sole discretion, to classify such item of
Indebtedness or portion thereof at the time of its incurrence and will only be
required to include the amount and type of such Indebtedness or portion thereof
under the clause permitting the Indebtedness as so classified, provided that (1)
Indebtedness outstanding at the Closing Time (other than under the Bank Credit
Agreement or the Notes) will be deemed outstanding under clause (e) of the
definition of "Permitted Indebtedness," (2) Indebtedness under the Bank Credit
Agreement (including amounts outstanding at the Closing Time) of up to
$144,000,000 (as reduced under clause (a) of the definition of "Permitted
Indebtedness") will be deemed incurred under clause (a) of the definition of
"Permitted Indebtedness" and (3) the Notes will be deemed incurred under clause
(b) of the definition of "Permitted Indebtedness". Accrual of interest,
accretion of accreted value and the payment of interest through the issuance of
securities paid-in-kind shall not be deemed to be an incurrence of Indebtedness
for purposes of this Section 8.04.

          (c)    The Company shall not permit any direct or indirect Restricted
Subsidiary existing on the Issue Date or thereafter created that is a parent
company of Opco to incur, or suffer to exist, any Indebtedness.

          8.05.  Asset Sales. (a) The Company will not, and will not permit any
                 -----------
Restricted Subsidiary to, directly or indirectly, engage in any Asset Sale
unless (i) the

                                      70
<PAGE>

consideration received by the Company or such Restricted Subsidiary, as the case
may be, for such Asset Sale is not less than the Fair Market Value of the shares
or assets sold or otherwise disposed of (as determined by the Board of
Directors, whose determination shall be conclusive and evidenced by a Board
Resolution) and (ii) the consideration received by the Company or relevant
Restricted Subsidiary in respect of such Asset Sale consists of at least 75%
(which shall not include like kind exchanges) cash or Cash Equivalents;
provided, however, that the amount of any liabilities (as shown on the Company's
or such Restricted Subsidiary's most recent balance sheet) of the Company or any
Restricted Subsidiary (other than contingent liabilities and liabilities that
are by their terms subordinated to the Notes) that are assumed by the transferee
of any such assets pursuant to any arrangement releasing the Company or such
Restricted Subsidiary from further liability shall be treated as cash or Cash
Equivalents.

          (b)  If the Company or any Restricted Subsidiary engages in an Asset
Sale, the Company or such Restricted Subsidiary may use the Net Cash Proceeds
thereof, within 365 days after such Asset Sale, to (i) permanently repay or
prepay any then outstanding senior Indebtedness of the Company or Indebtedness
of any Restricted Subsidiary or (ii) invest (or enter into a legally binding
agreement to invest) in properties and assets to replace the properties and
assets that were the subject of the Asset Sale or in properties and assets that
will be used in the businesses of the Company or a Restricted Subsidiary, as the
case may be, existing on the Issue Date.  If any such legally binding agreement
to invest such Net Cash Proceeds is terminated, then the Company, may, within 60
days of such termination or within 270 days of such Asset Sale, whichever is
later, apply or invest such Net Cash Proceeds as provided in clause (i) or (ii)
(without regard to the parenthetical contained in such clause (ii)) above. The
amount of such Net Cash Proceeds not so used as set forth above in this
paragraph (b) constitutes "Excess Proceeds," subject to disposition as provided
                           ---------------
herein.

          (c)  When the aggregate amount of Excess Proceeds equals or exceeds
$2,500,000.00 (or, to the extent not denominated in United States dollars, the
United States Dollar Equivalent thereof) the Issuers shall, within 30 business
days, make an offer to purchase (an "Excess Proceeds Offer") from all Holders,
                                     ---------------------
on a pro rata basis, in accordance with the procedures set forth in Section 7.09
above, the maximum aggregate principal amount at Maturity of Notes (expressed as
a multiple of $1,000) that may be purchased with the entire amount of such
Excess Proceeds.  The offer price (the "Excess Proceeds Offer Price") as to each
                                        ---------------------------
Note shall be equal to (a) 100% of the Accreted Value of the Note, if such
purchase date is on or before May 1, 2005, and (b) 100% of the outstanding
principal amount thereof plus accrued and unpaid interest, if any, to the date
of purchase, if such purchase date is after May 1, 2005 payable in cash.  To the
extent that the aggregate Excess Proceeds Offer Price that would be payable in
respect of Notes tendered pursuant to an Excess Proceeds Offer is less than the
Excess Proceeds available for such offer, the Company may use such deficiency
for general corporate purposes. If the aggregate Excess Proceeds Offer Price of
Notes validly tendered and not withdrawn by Holders thereof exceeds the Excess
Proceeds, Notes to be purchased will be selected on a pro rata basis. Upon
completion of such offer to purchase, the amount of Excess Proceeds shall be
reset to zero.

          (d)  Whenever the Excess Proceeds received by the Company exceed
$2,500,000, such Excess Proceeds shall be set aside by the Issuers in a separate
account pending (i) deposit with a paying agent of the amount required to
purchase the Notes tendered in an

                                      71
<PAGE>

Excess Proceeds Offer, (ii) delivery by the Issuers of the Exceeds Proceeds
Offer Price to the Holders tendered in an Excess Proceeds Offer and (iii)
application, as set forth above, of Excess Proceeds for any lawful purposes.
Such Excess Proceeds may be invested in Cash Equivalents; provided that the
maturity date of any investment shall not be later than the date of the Excess
Proceeds Offer. The Issuers shall be entitled to any interest or dividends
accrued, earned or paid on such Cash Equivalents.

       8.06.  Transactions with Affiliates.  The Company will not, and will not
              ----------------------------
permit, cause or suffer any Restricted Subsidiary to conduct any business or
enter into or suffer to exist, directly or indirectly, any transaction or series
of related transactions (including, without limitation, the sale, purchase,
exchange or lease of assets, property or services) with, or for the benefit of,
any Affiliate of the Company or any Restricted Subsidiary or any beneficial
holder of ten percent (10%) or more of any class of Equity Interests of the
Company or any officer or director of the Company or any Restricted Subsidiary
(each, an "Affiliate Transaction") unless (i) such transaction or series of
           ---------------------
related transactions are on terms that are no less favorable to the Company or,
Restricted Subsidiary, as the case may be, than those that could have been
obtained in an arm's length transaction with unrelated third parties who are not
Affiliates, (ii) with respect to any transaction or series of related
transactions involving aggregate consideration greater than $1,000,000.00 (or,
to the extent not denominated in United States dollars, the United States Dollar
Equivalent thereof), the Company shall deliver an Officers' Certificate to each
Holder certifying that such transaction or series of related transactions has
been approved by the Board of Directors of the Company (including a majority of
the Disinterested Directors on the Board of Directors,) and such Board of
Directors has determined such Affiliate Transaction complies with clause (i)
above, (iii) with respect to any transaction or series of related transactions
involving aggregate consideration greater than $5,000,000 (or, to the extent not
denominated in United States dollars, the United States Dollar Equivalent
thereof), the Company shall obtain a written opinion from an Independent
Financial Advisor certifying that the terms of such Affiliate Transaction to the
Company or the Restricted Subsidiary, as the case may be, are fair from a
financial point of view; provided, however, that this provision will not
restrict (1) any transaction or series of related transactions among the Company
and Wholly Owned Restricted Subsidiaries or among Wholly Owned Restricted
Subsidiaries, (2) Investments in Qualified Equity Interests of the Company by
any Person, including an Affiliate of the Company, (3) the Company from paying
reasonable and customary regular compensation and fees to directors of the
Company or any Restricted Subsidiary who are not employees of the Company or any
Restricted Subsidiary, (4) the making of any Restricted Payment not prohibited
by Section 8.02, (5) the transactions and agreements in existence on the Issue
Date and listed in Schedule 8.06 and any amendment thereto that is not
                   -------------
disadvantageous to the Holders in any material respect or (6) any employment
agreements entered into by the Company or any of its Restricted Subsidiaries or
any stock option agreement entered into by the Company in the ordinary course of
business.

          8.07.  Holding Company Status.  The Company shall at all times conduct
                 ----------------------
no business, operations or assets and have no liabilities other than those
liabilities (i) permitted under Section 8.04, (ii) incident to acting as a
                                ------------
holding company for, and owning Equity Interests of, Opco, LicensCo and Nassau
Finance, (iii) related to the management and administration of the businesses of
Opco and its Subsidiaries and (iv) contingent liabilities remaining from the
ownership of the assets transferred to, and the liabilities assumed by, Opco in
connection with the Recapitalization.

                                      72
<PAGE>

          8.08.  Limitation on Liens.  The Company will not, and will not permit
          --------------------------
any Restricted Subsidiary to, directly or indirectly, create, incur, assume or
suffer to exist any Lien of any kind securing Pari Passu Indebtedness or
Subordinated Indebtedness upon any of its property or assets, now owned or
hereafter acquired, unless (i) in the case of any Lien securing Subordinated
Indebtedness, the Notes shall be secured by a Lien on such property or assets
that is senior in priority to such Lien and (ii) in the case of any other Lien,
the Notes shall be directly secured equally and ratably, except for Permitted
Liens.

          8.09.  Limitation on Issuances and Sales of Equity Interests of
          ---------------------------------------------------------------
Restricted Subsidiaries. The Company will not sell, and will not permit any
-----------------------
Restricted Subsidiary, directly or indirectly, to issue or sell, any Equity
Interests of a Restricted Subsidiary except (a) to the Company or a Wholly Owned
Restricted Subsidiary, (b) if, immediately after giving effect to such issuance
or sale, neither the Company nor any of its Subsidiaries owns any Equity
Interests of such Restricted Subsidiary or (c) if, immediately after giving
effect to such issuance or sale, such Restricted Subsidiary would no longer
constitute a Restricted Subsidiary and any remaining Investment in such Person
would have been permitted to be made under Section 8.02 herein if made on the
date of such issuance or sale.

          8.10.  Payments for Consents.  Neither the Company nor any of its
          ----------------------------
Subsidiaries shall, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Noteholder
in consideration for or as an inducement to any consent, waiver or amendment of
any of the terms or provisions of this Agreement or the Notes unless such
consideration is concurrently offered to be paid or is concurrently paid to all
Noteholders that consent, waive or agree to amend in the time frame set forth in
the solicitation documents relating to such consent, waiver or agreement.

          8.11.  Merger, Consolidation, Conversion or Sale of Assets.  The
          ----------------------------------------------------------
Company will not, in a single transaction or a series of related transactions,
consolidate, amalgamate or combine with or merge with or into, or convert into,
any other Person or directly or indirectly, sell, assign, convey, transfer,
lease or otherwise dispose of all or substantially all of its properties and
assets to any other Person or Persons or permit any Restricted Subsidiary to
enter into any such transaction or series of related transactions, if such
transaction or series of related transactions, in the aggregate, would result in
the sale, assignment, conveyance, transfer, lease or other disposition of all or
substantially all of the properties and assets of the Company and its Restricted
Subsidiaries on a consolidated basis to any Person or Persons, unless at the
time and immediately after giving effect thereto:

          (i)  either (a) the Company will be the continuing Person or the
     resulting, surviving or transferee Person or (b) the Person (if other than
     the Company) formed by such consolidation or into which the Company or such
     Subsidiary is merged or converted, or the Person which acquires by sale,
     conveyance, transfer, lease or other disposition, all or substantially all
     of the properties and assets of the Company and its Subsidiaries on a
     consolidated basis substantially as an entirety, as the case may be (the
     "Successor Company"), (1) will be a partnership or corporation organized
      -----------------
     and validly existing under the laws of the United States of America, any
     state thereof or the District of Columbia and (2) will expressly assume, by
     a supplement or amendment to this Agreement in form satisfactory to the
     Required Holders, the Issuer's obligation pursuant

                                      73
<PAGE>

     to the Notes for the due and punctual payment of the principal (including
     accretion of original issue discount) of, premium, if any, on and interest
     on all the Notes and the performance and observance of every covenant of
     this Agreement on the part of the Issuers to be performed or observed;

          (ii)  immediately before and after giving effect to such transaction
     or series of transactions on a pro forma basis (and treating any obligation
     of the Company or any Subsidiary incurred in connection with or as a result
     of such transaction or series of transactions as having been incurred at
     the time of such transaction), no Default or Event of Default shall have
     occurred and be continuing;

          (iii) immediately after giving effect to such transaction or series
     of transactions on a pro forma basis (on the assumption that the
     transaction or series of transactions occurred on the first day of the
     latest fiscal quarter for which consolidated financial statements of the
     Company are available immediately prior to the consummation of such
     transaction or series of transactions with the appropriate adjustments with
     respect to the transaction or series of transactions being included in such
     pro forma calculation), the Company (or the Successor Company if the
     Company is not the continuing obligor under this Agreement) could incur at
     least $1.00 of additional Indebtedness (other than Permitted Indebtedness)
     under the provisions of Section 8.04; and

          (iv)  if any of the property or assets of the Company or any of its
     Subsidiaries would thereupon become subject to any Lien, the provisions of
     Section 8.08 are complied with.

          Notwithstanding the foregoing, none of the provisions of this Section
8.11 (other than clause (i)) shall apply to the Reorganization.

          8.12.  Successor Company Substituted.  Upon any consolidation, merger
          ------------------------------------
or conversion, or any sale, assignment, conveyance, transfer, lease or
disposition of all or substantially all of the properties and assets of the
Company in accordance with Section 8.11 in which the Issuers are not the
                           ------------
continuing obligor under this Agreement, the Successor Company shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Agreement with the same effect as if such successor had been named as
the Issuers therein. When a successor assumes all the obligations of its
predecessor under this Agreement, the predecessor shall be released from those
obligations; provided that in the case of a transfer by lease, the predecessor
shall not be released from the payment of principal (including accretion of
original issue discount) of, premium, if any, and interest on the Notes.

          8.13.  Public Disclosures.  The Company shall not, and shall not
          -------------------------
permit any of its Subsidiaries to, disclose the name or identity of any Holder
as an investor in the Company in any press release or other public announcement
or in any document or material filed with any governmental entity, unless such
disclosure is required by applicable law or governmental regulations or by order
of a court of competent jurisdiction or in any Shelf Registration Statement, in
which case prior to making such disclosure the Company shall give written notice
to such Holder describing in reasonable detail the proposed content of such
disclosure and shall permit such Holder to review and comment upon the form and
substance of such disclosure.

                                      74
<PAGE>

          8.14.  [Reserved]
          -----------------

          8.15.  Conduct of Business.  (a)  The Company and the Restricted
          --------------------------
Subsidiaries shall not engage in any businesses which are not the same, similar,
related or ancillary to the businesses in which the Company and the Restricted
Subsidiaries are engaged in at the Closing Time after giving effect to the
Transactions.

          (b)    Nassau Finance will not own any operating assets or other
properties or conduct any business other than to serve as an Issuer and obligor
on the Notes and other Indebtedness permitted to be incurred by Nassau Finance
under this Agreement.

          8.16.  Limitation on Tax Consolidation.  After giving effect to the
          --------------------------------------
Reorganization the Company shall not and shall not permit any of its
Subsidiaries to become a party to a consolidated Federal income tax return (or
any combined, unitary or similar state, local or foreign income or franchise tax
return) with any Person other than the Company and its Subsidiaries if as a
result thereof, as of any date, the aggregate amount of Federal income taxes (or
state, local or foreign or franchise taxes) which the Company and its
Subsidiaries have then or theretofore paid or become obligated to pay
(determined on a cumulative basis, taking into account net benefits received by
the Company and its Subsidiaries and also giving effect to amounts payable under
any applicable indemnity agreement from any other party to such consolidated
returns) exceeds the amount which the Company and its Subsidiaries would have
been required to pay pursuant to a consolidated, combined, unitary or similar
tax return solely of the Company and its Subsidiaries.

          8.17.  Limitation on Designations of Unrestricted Subsidiaries.  (a)
          --------------------------------------------------------------
The Company may designate any Subsidiary of the Company as an
"Unrestricted Subsidiary" (a "Designation") only if:
                              -----------

          (i)    no Default shall have occurred and be continuing at the time of
     or after giving effect to such Designation; and

          (ii)   the Company would be permitted to make an Investment under all
     applicable provisions of Section 8.02 at the time of Designation in an
     amount (the "Designation Amount") equal to the Fair Market Value of the
                  ------------------
     Investment of the Company and the Restricted Subsidiaries in such
     Subsidiary on such date.

In the event of any such Designation, the Company will be deemed to have made an
Investment constituting a Restricted Payment pursuant to Section 8.02 for all
purposes of this Agreement in the Designation Amount.  The Company shall not and
shall not permit any Restricted Subsidiary to, at any time, (i) guarantee any
Indebtedness of any Unrestricted Subsidiary or (ii) be directly or indirectly
liable for any Indebtedness of any Unrestricted Subsidiary, except in the case
of clause (i) or (ii) to the extent permitted under Sections 8.02 and 8.03
herein.

          (b)    The Company may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary (a "Revocation") if:
                            ----------

          (i)    no Default shall have occurred and be continuing at the time of
     and after giving effect to such Revocation; and

                                      75
<PAGE>

          (ii)  all Liens and Indebtedness of such Unrestricted Subsidiary
     outstanding immediately following such Revocation would, if incurred at
     such time, have been permitted to be incurred for all purposes.

All Designations and Revocations must be evidenced by Board Resolutions of the
Company delivered to the Holders certifying compliance with the foregoing
provisions.

          8.18. Limitation on Public Equity Offerings.  Prior to the 180th day
          -------------------------------------------
after the Issue Date, the Company may not effect any Public Equity Offering
unless such Public Equity Offering, together with any private placement of
Qualified Equity Interests, qualifies as a Qualified Equity Issuance.

                                   ARTICLE 9
                                   ---------

                 PROVISIONS RELATING TO RESALES OF SECURITIES
                 --------------------------------------------

          9.01. Private Offerings.  The Company and the Purchasers agree that
          -----------------------
the following provisions will apply to any Private Offerings:

          (a)   Offers and Sales Only to Institutional Accredited Investors or
          --------------------------------------------------------------------
Qualified Institutional Buyers.  Offers and sales of the Securities will be made
------------------------------
only by the Purchasers or Affiliates thereof qualified to do so in the
jurisdictions in which such offers or sales are made. Prior to the effectiveness
of a registration statement with respect to the Notes or the Exchange Notes and
a registration statement with respect to the Exchange Shares, each such offer or
sale shall only be made (i) to persons whom the offeror or seller reasonably
believes to be Qualified Institutional Buyers, (ii) to other institutional
accredited investors referred to in Rule 501(a)(1), (2), (3) or (7) of
Regulation D that the offeror or seller reasonably believes to be and, with
respect to sales and deliveries, that are Accredited Investors ("Institutional
                                                                 -------------
Accredited Investors") or (iii) non-U.S. persons that are financial
--------------------
institutions, investment advisors or affiliates of the foregoing or would
otherwise be substantially equivalent to an Institutional Accredited Investor
outside the United States to whom the offeror or seller reasonably believes
offers and sales of the Notes may be made in reliance upon Regulation S under
the Securities Act; provided that this will not prohibit offers and sales of
Shares pursuant to Rule 144 (or any successor provision) to any Person or of any
Securities or Exchange Notes pursuant to a registration statement filed with the
Commission under the Securities Act.

          (b)   No General Solicitation.  The Securities will be offered by
          -----------------------------
approaching prospective Subsequent Purchasers on an individual basis. No general
solicitation or general advertising (within the meaning of Rule 502(c) under the
Securities Act) will be used in the United States and no directed selling
efforts (as defined in Regulation S) will be used made outside the United States
in connection with the offering of the Securities.

          (c)   Purchases by Non-Bank Fiduciaries.  In the case of a non-bank
          ---------------------------------------
Subsequent Purchaser of a Security acting as a fiduciary for one or more third
parties, in connection with an offer and sale to such purchaser pursuant to
Section 9.01, each third party shall, in the judgment of the applicable
Purchaser, be an Institutional Accredited Investor or a Qualified Institutional
Buyer or a non-U.S. person outside the United States.

                                      76
<PAGE>

          (d)  Restrictions on Transfer; Legend.  Upon original issuance by the
          -------------------------------------
Company, and until such time as the same is no longer required under the
applicable requirements of the Securities Act, the Securities (and all
securities issued in exchange therefor or in substitution thereof, other than,
in the case of the Notes, the Exchange Notes) shall bear such legend as is
required under Section 9.08 of this Agreement.

          (e)  No Future Liability.  Following the sale of the Securities by any
          ------------------------
Purchaser to Subsequent Purchasers in accordance with the terms of this
Section 9, such Purchaser shall not be liable or responsible to the Company for
any losses, damages or liabilities suffered or incurred by the Company,
including any losses, damages or liabilities under the Securities Act, arising
from or relating to any resale or transfer of any Security previously sold by
such Purchaser in compliance with this Section 9.01.
                                       ------------

          (f)  Securities Act Restrictions.
          --------------------------------

          (i)  A Holder selling Securities in a Private Offering to a transferee
     that is an Accredited Investor or a Qualified Institutional Buyer must
     satisfy each of the following conditions:

               (1)  such Holder or transferee must represent that the transferee
          is acquiring the Securities for its own account and that it is not
          acquiring such Securities with a view to, or for offer or sale in
          connection with, any distribution thereof (within the meaning of the
          Securities Act) that would be in violation of the securities laws of
          the United States or any state thereof, but subject, nevertheless, to
          the disposition of its property being at all times within its control;
          and

               (2)  such transferee must agree to be bound by the provisions of
          this Section 9.01 with respect to any resale of the Securities.

          (ii) A Holder may sell its Securities to a transferee in accordance
     with Regulation S under the Securities Act; provided, however, that each of
     the following conditions is satisfied:

               (1)  the offer of Securities must not be made to a person in the
          United States;

               (2)  either:

                    (A)  at the time the buy order is originated, the transferee
               is outside the United States or the Holder and any person acting
               on its behalf reasonably believes that the transferee is outside
               the United States, or

                    (B)  the transaction must be executed in, on or through the
               facilities of a designated offshore securities market and neither
               the Holder nor any person acting on its behalf knows that the
               transaction was pre-arranged with a buyer in the United States;

                                      77
<PAGE>

               (3)  no directed selling efforts may be made in contravention of
          the requirements of Rule 903(b) or 904(b) of Regulation S under the
          Securities Act, as applicable; and

               (4)  the transaction must not be part of a plan or scheme to
          evade the registration requirements of the Securities Act.

          (iii)   In the event of a proposed exercise or sale that does not
     qualify under either subclause (i) or (ii) above, a Holder may sell its
     Securities only if:

               (1)  such Holder must give written notice to the Company of its
          intention to exercise or effect such sale, which notice (A) shall
          describe the manner and circumstances of the proposed transaction in
          reasonable detail and (B) shall designate the counsel for such Holder,
          which counsel shall be reasonably satisfactory to the Company;

               (2)  counsel for the Holder must render an opinion, to the
          effect that such proposed sale may be effected without registration
          under the Securities Act; and

               (3)  such Holder or transferee must comply with subclause
          (i)(1) and (2) above.

          9.02.   Resale Offering Assistance.
          ----------------------------------

          (a)     At any time following 24 months after the Closing Time
(provided that the Company is not then subject to, and in compliance with, the
reporting requirements of Section 13 or 15(d) of the Exchange Act) (the
"Assistance Period"), the Company will, if reasonably requested by the Required
 -----------------
Holders, assist the holders of Notes and Exchange Notes in completing any
private or public resale of any portion thereof (including any such resales of
the Notes pursuant to any Private Offering and any resales of the Exchange Notes
following the completion of the Exchange Offer if the holder thereof was not
eligible to participate in the Exchange Offer) in accordance with the holders'
intended method of distribution. Such assistance may, in each case, include the
following:

          (i)     direct contact between the Company's senior management and
     advisors and prospective purchasers and hosting of one or more meetings of
     prospective purchasers;

          (ii)    responding to reasonable inquiries of, and providing answers
     to, each prospective purchaser who so requests concerning the Company and
     its Subsidiaries (to the extent such information is available or can be
     acquired and made available to prospective purchasers without unreasonable
     effort or expense and to the extent the provision thereof is not prohibited
     by Applicable Law or applicable confidentiality restrictions) and the terms
     and conditions of the applicable distribution;

          (iii)   if requested by the Required Holders, making available
     information and materials to be used in connection with the distribution
     (including assistance in

                                      78
<PAGE>

     completion of any sales or placement agent's, if any, or in the case of an
     underwritten offering, the lead managers' and co-managers' reasonable due
     diligence review of the Company and its Subsidiaries); and

          (iv) promptly preparing and providing to the holders of Securities and
     Exchange Notes (or any sales or placement agent therefor and any
     underwriter thereof) all information with respect to the Company, including
     projections (it being recognized that projections as to future events are
     not to be viewed as fact, and that the actual results may differ from
     projected results), as such holders (or any sales or placement agent
     therefor and any underwriter thereof) may reasonably request.  Any such
     projections that will so be made available to such holders (or each
     placement or sales agent, if any, therefor and each underwriter, if any,
     thereof) by the Company or any of its representatives will be prepared in
     good faith based upon reasonable assumptions.

          (b)  During the Assistance Period, the Company will allow the Required
Holders (or any sales or placement agent therefor or, in the case of an
underwritten offering, the lead manager and co-managers thereof, in each case,
as may be selected by the Purchasers and is reasonably acceptable to the
Company), in consultation with the Company, to manage all aspects of the
distribution, including decisions as to the selection of institutions to be
approached and when and how they will be approached.

          (c)  During the Assistance Period, all materials supplied or available
under this Section 9.02 or under Section 6 by the Company (including any
materials referred to or incorporated by reference therein, "Resale Materials")
                                                             ----------------
will not, as of its date and as of the closing of such Private Offering, when
taken as a whole, include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.

          (d)  If, prior to the completion of any sale of the Securities and
Exchange Notes, if applicable, by the selling holders (as evidenced by a notice
in writing from the holders to the Company), any event shall occur or condition
exist as a result of which the Resale Materials would contain a misstatement of
a material fact or an omission of a material fact required to make the
statements therein, in the light of the circumstances, not misleading, then the
Company agrees to promptly prepare and furnish at its own expense to the selling
holders, further information so that the statements in the Resale Materials,
taken as a whole, will not contain a misstatement of a material fact or an
omission of a material fact required to make the statements therein, in the
light of the circumstances, not misleading.  The Company hereby expressly
acknowledges the indemnification and contribution provisions of Sections 13.02
and 13.03 hereof are specifically applicable and relate to Resale Materials.

          (e)  In addition (and not in limitation of the foregoing), for the
benefit of holders and beneficial owners from time to time of Securities or
Exchange Notes, the Company shall, upon the request of any such holder, furnish,
at its expense, to holders and beneficial owners of Securities or Exchange Notes
and prospective purchasers thereof information ("Additional Company
                                                 ------------------
Information") satisfying the requirements of subsection (d)(4) of Rule 144A.
-----------

                                      79
<PAGE>

          9.03.  Blue Sky Compliance.  In connection with any Private Offering
          --------------------------
of the Notes, the Company shall cooperate with the selling Holders and counsel
for the selling Holders to qualify or register the Notes, and the Shares, if
applicable, for sale under (or to obtain exemptions from the application of) the
Blue Sky or state securities laws of those jurisdictions designated by the
selling Holders, shall comply with such laws and shall continue such
qualifications, registrations and exemptions in effect so long as required for
the distribution of the Notes and the Shares, if applicable. The Company shall
not be required to qualify as a foreign corporation or to take any action that
would subject it to general service of process in any such jurisdiction where
they are not then qualified or to taxation as a foreign corporation. The Company
will advise the selling Holders promptly of the suspension of the qualification
or registration of (or any such exemption relating to) the Notes or the Shares,
if applicable, for offering, sale or trading in any jurisdiction or any
initiation or threat of any proceeding for any such purpose, and in the event of
the issuance of any order suspending such qualification, registration or
exemption, the Company shall, with the cooperation of the selling Holders, use
its best efforts to obtain the withdrawal thereof at the earliest possible
moment.

          9.04.  Ratings of the Notes.  In connection with any offering of Notes
          ---------------------------
or Exchange Notes pursuant to the Exchange and Registration Rights Agreement,
the Company shall, at its expense, if so requested by the Holders, use its best
efforts to enable either Standard & Poor's Ratings Services, Inc. or Moody's
Investors Services, Inc. to provide their respective credit ratings of the Notes
or the Exchange Notes.

          9.05.  Exchange and Registration Rights Agreement; Mezzanine
          ------------------------------------------------------------
Investors Stock Registration Rights Agreement.  The Company shall comply with
---------------------------------------------
all provisions and obligations of the Exchange and Registration Rights Agreement
and the Mezzanine Investors Stock Registration Rights Agreement and shall comply
with all applicable federal and state securities laws in connection therewith.

          9.06.  No Integration.  The Company agrees that it shall not and (to
          ---------------------
the extent within its control) it shall cause its Affiliates not to make any
offer or sale of securities of any class of the Company if, as a result of the
doctrine of "integration" referred to in Rule 502 under the Securities Act, such
offer or sale would render invalid (for the purpose of (a) the sale of the
Securities by the Company to the Purchasers, (b) the resale of Securities or
Exchange Notes by the Purchasers to Subsequent Purchasers or (c) the resale of
Securities or Exchange Notes by such Subsequent Purchasers to others) any
applicable exemption from the registration requirements of the Securities Act
provided by Section 4(2) thereof or by Rule 144A or Regulation S thereunder or
otherwise.

          9.07.  DTC Agreement.  The Company will, to the extent required under
          --------------------
the Exchange and Registration Rights Agreement, use its best efforts to cause
the Exchange Notes to be registered in book-entry form in the name of Cede &
Co., as nominee of The Depository Trust Company (the "Depositary"), pursuant to
                                                      ----------
an agreement among the Company and the Depositary in the form then required by
the Depositary. The Company will cooperate with the Holders and use its best
efforts to permit the Exchange Notes, when issued, and the Shares, to be
eligible for

                                      80
<PAGE>

clearance and settlement through the facilities of the Depositary. In connection
therewith, the Company shall obtain a CUSIP number for the Exchange Notes.

          9.08.  Form of Legend for the Securities.  Unless otherwise permitted
          ----------------------------------------
by Section 9.01(f), every Unit and Note issued and delivered hereunder shall
bear a legend in substantially the following form:

          THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
                                                   --------------
QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR
OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
AND APPLICABLE STATE SECURITIES LAWS.  THE HOLDER OF THIS SECURITY IS SUBJECT TO
THE TERMS OF THE PURCHASE AGREEMENT, DATED AS OF MAY 4, 2000 (AS AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "PURCHASE AGREEMENT"),
                                                           ------------------
AMONG NASSAU BROADCASTING PARTNERS, L.P., NASSAU FINANCE CORP. AND THE
PURCHASERS NAMED THEREIN, [THE EXCHANGE AND NOTES REGISTRATION RIGHTS AGREEMENT,
DATED AS OF MAY 4, 2000, AMONG THE COMPANY AND THE PURCHASERS NAMED THEREIN],
/1/ [THE FOURTH RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE COMPANY, DATED
AS OF MAY 4, 2000, AMONG THE PARTNERS NAMED THEREIN, THE SECOND AMENDED AND
RESTATED SECURITYHOLDERS AGREEMENT, DATED AS OF MAY 4, 2000, AMONG THE COMPANY,
THE PURCHASERS AND THE OTHER PARTIES NAMED THEREIN, AND THE COMMON STOCK
REGISTRATION RIGHTS AGREEMENT, DATED AS OF MAY 4, 2000, AMONG THE COMPANY AND
THE PURCHASERS NAMED THEREIN], COPIES OF SUCH AGREEMENTS ARE AVAILABLE AT THE
OFFICES OF NASSAU BROADCASTING PARTNERS, L.P.

          Unless otherwise permitted by Section 9.01(f), each LP Unit issued and
delivered hereunder shall bear a legend in substantially the following form:

          THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
                                                   --------------
QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR
OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
AND APPLICABLE STATE SECURITIES LAWS.  THE HOLDER OF THIS SECURITY IS SUBJECT TO
THE TERMS OF THE PURCHASE AGREEMENT, DATED AS OF MAY 4, 2000, AMONG NASSAU
BROADCASTING PARTNERS, L.P., NASSAU FINANCE CORP. AND THE OTHER PURCHASERS
__________________

/1/  To be included only on the certificates evidencing the Units and the Notes

                                      81
<PAGE>

NAMED THEREIN THE FOURTH RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE
COMPANY, DATED AS OF MAY 4, 2000, AMONG THE PARTNERS NAMED THEREIN, THE SECOND
AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT, DATED AS OF MAY 4, 2000, AMONG
THE COMPANY, THE PURCHASERS AND THE OTHER PARTIES NAMED THEREIN, AND THE COMMON
STOCK REGISTRATION RIGHTS AGREEMENT, DATED AS OF MAY 4, 2000, AMONG THE COMPANY
AND THE OTHER PURCHASERS NAMED THEREIN. COPIES OF SUCH AGREEMENTS ARE AVAILABLE
AT THE OFFICES OF NASSAU BROADCASTING PARTNERS, L.P.

                                  ARTICLE 10
                                  ----------

                                   THE NOTES
                                   ---------

          10.01. Form and Execution.  The Notes shall be in the form of Exhibit
          -------------------------                                     -------
A hereto. The Notes shall be executed on behalf of (x) the Company by the
-
President or any of the Vice Presidents of the General Partner (so long as the
Company is a partnership) and of the Company (following the Reorganization)
attested by the Secretary or one of the Assistant Secretaries of the General
Partner (so long as the Company is a partnership) and the Company (following the
Reorganization) (y) Nassau Finance Corp. by its President or any of its Vice
Presidents under its corporate seal reproduced thereon attested by its Secretary
or one of its Assistant Secretaries. The signature of any of these officers on
the Notes may be manual or facsimile.

          Notes bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the General Partner (prior to the
Reorganization) or Company (after the Reorganization) shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

          10.02. Terms of the Notes.  The terms of the Notes shall be as set
          -------------------------
forth in Exhibit A. Without limiting the foregoing:

          (a)    Stated Maturity.  The Stated Maturity of the principal of Notes
          ----------------------
shall be as provided in Exhibit A.
                        ---------

          (b)    Interest.  The Notes will accrete original issue discount at
          ---------------
the rate of 13% per annum (increasing to 14% per annum as and from November 1,
2000), compounded semiannually, to an aggregate principal amount of $1,000 by
May 1, 2005, and shall bear cash interest at the rate of 14% per annum accruing
from May 1, 2005, or from the most recent Interest Payment Date to which cash
interest has been duly paid or provided for, payable on November 1, 2005 and,
semiannually thereafter on May 1 and November 1 of each year and Special
Interest, if any, on their principal amount and overdue interest and Special
Interest as provided in Exhibit A.
                        ---------

          10.03.  Denominations. The Notes shall be issuable only in registered
          ---------------------
form without coupons and only in denominations of U.S. $1,000 and any integral
multiple thereof.

                                      82
<PAGE>

          10.04.  Payments and Computations. All payments of interest on the
          ---------------------------------
Notes shall be paid to the Persons in whose names such Notes are registered on
the Security Register at the close of business on the date fifteen days prior to
the related Interest Payment Date (the "Regular Record Date") and all payments
                                        -------------------
of principal on the Notes shall be paid to the persons in whose names such Notes
are registered on the applicable Redemption Date or at Maturity, as applicable.
Principal on any Note shall be payable only against surrender therefor, while
payments of interest on Notes shall be made, in accordance with this Agreement
and subject to applicable laws and regulations, by check mailed on or before the
due date for such payment to the Person entitled thereto at such Person's
address appearing on the Security Register or, by wire transfer to such account
as any Noteholder shall designate by written instructions received by the
Issuers no less than 15 days prior to any applicable Interest Payment Date,
which wire instruction shall continue in effect until such time as the
Noteholder otherwise notifies the Company or such Holder no longer is the
registered owner of such Note or Notes.

          Interest will be computed on the basis of a 360-day year of twelve 30-
day months.

          10.05.  Registration; Registration of Transfer and Exchange. Security
          ---------------------------------------------------------------------
Register. The Issuers shall maintain a register (the "Security Register") for
--------                                              -----------------
the registration or transfer of the Notes.  The name and address of the Holder
of each Note, records of any transfers of the Notes and the name and address of
any transferee of a Note shall be entered in the Security Register and the
Issuers shall, promptly upon receipt thereof, update the Security Register to
reflect all information received from a Noteholder.  There shall be no more than
one Holder for each Note, including all beneficial interests therein.

          (b)  Registration of Transfer.  Upon surrender for registration of
          -----------------------------
transfer of any Note at the office or agency of the Issuers, the Issuers shall
execute and deliver, in the name of the designated transferee or transferees,
one or more new Notes, of any authorized denominations and like aggregate
principal amount.

          (c)  Exchange.  At the option of the Noteholder, Notes may be
          -------------
exchanged for other Notes, of any authorized denominations and of like aggregate
principal amount, upon surrender of the Notes to be exchanged at such office or
agency. Whenever any Notes are so surrendered for exchange, the Issuers shall
execute and deliver the Notes which the Holder making the exchange is entitled
to receive.

          (d)  Effect of Registration of Transfer or Exchange.  All Notes issued
          ---------------------------------------------------
upon any registration of transfer of exchange of Notes shall be the valid
obligations of the Issuers, evidencing the same debt, and entitled to the same
benefits under this Agreement, as the Notes surrendered upon such registration
of transfer or exchange.

          (e)  Requirements; Charges.  Every Note presented or surrendered for
          --------------------------
registration of transfer or for exchange shall (if so required by the Issuers)
be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Issuers duly executed, by the Holder thereof or his attorney
duly authorized in writing. No service charge shall be made for any registration
of transfer or exchange of Notes, but the Issuers may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed

                                      83
<PAGE>

in connection with any registration of transfer or exchange of Notes, other than
exchanges pursuant to Section 8.11 not involving any transfer.

          (f)    Certain Limitations.  If the Notes are to be redeemed in part,
          --------------------------
the Issuers shall not be required (i) to issue, register the transfer of or
exchange any Note during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of any such Notes
selected for redemption under Section 12.02 and ending at the close of business
on the day of such mailing, or (ii) to register the transfer of or exchange any
Note so selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part.

          10.06. Mutilated, Destroyed, Lost and Stolen Notes. If any mutilated
          ---------------------------------------------------
Note is surrendered to the Issuers, the Issuers shall execute and deliver in
exchange therefor a new Note of the same principal amount and bearing a number
not contemporaneously outstanding.

          If there shall be delivered to the Issuers (a) evidence to their
satisfaction of the destruction, loss or theft of any Note and (b) such security
or indemnity as may be required by then to save each of it and any agent
harmless, then, in the absence of notice that such Note has been acquired by a
bona fide purchaser, the Issuers shall execute and deliver, in lieu of any such
destroyed, lost or stolen Note, a new Note of a like principal amount and
bearing a number not contemporaneously outstanding.

          In case any such mutilated, destroyed, lost or stolen Note has become
or is about to become due and payable, the Issuers in their discretion may,
instead of issuing a new Note, pay such Note.

          Upon the issuance of any new Note pursuant to this Section, the
Issuers may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith.

          Every new Note issued pursuant to this Section in lieu of any
destroyed, lost or stolen Note shall constitute an original additional
contractual obligation of the Issuers, whether or not the destroyed, lost or
stolen Note shall be at any time enforceable by anyone, and shall be entitled to
all the benefits of this Agreement equally and proportionately with any and all
other Notes duly issued hereunder.

          The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes.

          10.07. Persons Deemed Owners.  Prior to due presentment of a Note
          ----------------------------
for registration of transfer, the Issuers and any agent of the Issuers may treat
the Person in whose name such Note is registered as the owner of such Note for
the purpose of receiving payment of principal of and interest on such Note and
for all other purposes whatsoever, whether or not such Note be overdue and
neither the Issuers nor any agent of the Issuers shall be affected by notice to
the contrary.

                                      84
<PAGE>

          10.08.  Cancellation. All Notes surrendered for payment, redemption,
          --------------------
registration of transfer or exchange shall, if surrendered to any Person other
than the Issuers, be delivered to the Issuers and shall be promptly canceled by
it. The Issuers shall cancel any Notes previously issued and delivered hereunder
which the Issuers may have reacquired.

          10.09.  Home Office Payment. So long as any Purchaser or its nominee
          ---------------------------
shall be the holder of any Note, and notwithstanding anything contained in this
Agreement or such Note to the contrary, the Issuers will pay all sums becoming
due on such Note for principal, premium, if any, and interest by such method and
at such address as such Purchaser shall have from time to time specified to the
Issuers in writing for such purpose, without the presentation or surrender of
such Note or the making of any notation thereon, except that upon written
request of the Issuers made concurrently with or reasonably promptly after
payment or prepayment in full of any Note, such Purchaser shall surrender such
Note for cancellation reasonably promptly after any such request, to the Issuers
at their principal executive offices. Prior to any sale or other disposition of
any Note held by such Purchaser or its nominee such Purchaser will, at its
election, either endorse thereon the amount of principal paid thereon and the
last date to which original issue discount has accreted or interest has been
paid thereon or surrender such Note to the Issuers in exchange for a new Note or
Notes pursuant to Section 10.05. The Issuers will afford the benefits of this
Section 10.09 to any direct or indirect transferee of any Note purchased by such
Purchaser under this Agreement and that has made the same agreement relating to
such Note as such Purchaser made in this Section 10.09.

                                  ARTICLE 11
                                  ----------

                               EVENTS OF DEFAULT
                               -----------------

          11.01.  Events of Default. An Event of Default shall exist upon the
          -------------------------
occurrence of any of the following specified events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body) (each, an "Event of Default"):
                 ----------------

          (1)  default in the payment of any interest on any Note when it
     becomes due and payable and continuance of such default for a period of 30
     days; or

          (2)  default in the payment of the principal of (or premium, if any,
     on) any Note at its Maturity (upon acceleration, required purchase or
     otherwise); or

          (3)  (A) default in the performance, or breach, of any covenant or
     agreement of the Issuers contained in this Agreement (other than a default
     in the performance, or breach, of a covenant or agreement which is
     specifically dealt with in the immediately preceding clauses (1) and (2) or
     in clauses (B), (C) or (D) of this clause (3) of this Section 11.01), and
     continuance of such default or breach for a period of 45 days after there
     has been given, by registered or certified mail, to the Issuers by holders
     of at least 25% aggregate principal amount at Maturity of the Notes then
     Outstanding a written notice specifying such default or breach and
     requiring it to be remedied and stating that such notice is a "Notice of
                                                                    ---------
     Default" hereunder; (B) default in the performance or breach of the
     -------

                                      85
<PAGE>

     provisions of Sections 7.09 and 8.05; (C) default in the performance or
     breach of Section 8.11; or (D) the failure to make or consummate a Change
     of Control Offer in accordance with the provisions of Section 7.08; or

          (4)     (A) one or more defaults in the payment of principal of (or
     premium, if any, or interest on) Indebtedness of the Issuers or any
     Restricted Subsidiary aggregating $2,500,000.00 or more (or, to the extent
     not denominated in United States dollars, the United States Dollar
     Equivalent thereof), when the same becomes due and payable at the Stated
     Maturity thereof, and such default or defaults shall have continued after
     any applicable grace period and shall not have been cured or waived or (B)
     Indebtedness of the Company or any Significant Subsidiary aggregating
     $2,500,000.00 or more (or, to the extent not denominated in United States
     dollars, the United States Dollar Equivalent thereof) shall have been
     accelerated or otherwise declared due and payable, or required to be
     prepaid or repurchased (other than by regularly scheduled required
     prepayment) prior to the Stated Maturity thereof; or

          (5)     one or more final judgments, orders or decrees of any court or
     regulatory agency shall be rendered against either Issuer or any Restricted
     Subsidiary or their respective properties for the payment in money, either
     individually or in an aggregate amount, in excess of $2,500,000.00 (or, to
     the extent not denominated in United States dollars, the United States
     Equivalent thereof) and either (A) an enforcement proceeding shall have
     been commenced by any creditor upon such judgment or order or (B) there
     shall have been a period of 60 consecutive days during which a stay of
     enforcement of such judgment or order, by reason of a pending appeal or
     otherwise, was not in effect; or

          (6)     the entry of a decree or order by a court having jurisdiction
     in the premises adjudging either Issuer or any Significant Subsidiary a
     bankrupt or insolvent, or approving as properly filed a petition seeking
     reorganization, arrangement, adjustment or composition of or in respect of
     the Issuers or any Significant Subsidiary under a Bankruptcy Law or any
     other applicable federal or state law, or appointing a receiver,
     liquidator, assignee, trustee, sequestrator (or other similar official) of
     the Issuers or any Significant Subsidiary or of any substantial part of its
     property, or ordering the winding up or liquidation of its affairs, and the
     continuance of any such decree or order unstayed and in effect for a period
     of 60 consecutive days; or

          (7)     the institution by either Issuer or any Significant Subsidiary
     of proceedings to be adjudicated a bankrupt or insolvent, or the consent by
     it to the institution of bankruptcy or insolvency proceedings against it,
     or the filing by it of a petition or answer or consent seeking
     reorganization or relief under a Bankruptcy Law or any other applicable
     federal or state law, or the consent by it to the filing of any such
     petition or to the appointment of a receiver, liquidator, assignee,
     trustee, sequestrator (or other similar official) of either Issuer or any
     Significant Subsidiary or of any substantial part of its property, or the
     making by it of a general assignment for the benefit of creditors, or the
     admission by it in writing of its inability to pay its debts generally as
     they become due; or

                                      86
<PAGE>

          (8)     any representation, warranty, certification or statement made
     or deemed to have been made by or on behalf of the Company or by any
     officer of the Company in respect of any Transaction Document or in any
     statement or certificate at any time given by or on behalf of the Company
     or by any officer of the Company in writing pursuant hereto or in
     connection herewith or therewith shall be false in any material respect on
     the date as of which made; or

          (9)     an ERISA Event shall have occurred that, when taken together
     with all other ERISA Events that have occurred, could reasonably be
     expected to result in a Material Adverse Effect; or

          (10)    one or more FCC Authorizations shall be terminated or revoked
     such that Opco is no longer able to operate the related Radio Station and
     retain the revenue received therefrom or one or more FCC Authorizations
     shall fail to be renewed at the stated expiration thereof such that Opco is
     no longer able to operate the related Radio Station and retain the revenue
     received therefrom, except with respect to any of the foregoing in the
     event that the termination, revocation or failure to renew would result in
     the loss of less than 5% of Opco's consolidated gross revenue; and such
     termination, revocation or failure to renew is not cured within the
     applicable cure period under the Bank Credit Agreement plus 15 days after
     the receipt of notice by Opco of such termination, revocation or failure to
     renew.

          11.02.  Remedies. If an Event of Default (other than an Event of
          -----------------
Default specified in Section 11.01(6) and (7) occurs and is continuing, then and
in every such case the Noteholders of not less than 25% or more in principal
amount at Maturity of the then outstanding Notes may declare the Accreted Value
(and the then applicable premium, if any) and any accrued interest and Special
Interest (collectively, the "Default Amount") of all the Notes to be due and
                             --------------
payable immediately, by a notice in writing to the Company, and upon any such
declaration such Default Amount shall become immediately due and payable. If an
Event of Default specified in Section 11.01(6) and (7) occurs and is continuing,
the Default Amount on the outstanding Notes shall automatically, and without any
declaration or other action on the part of any Noteholder, become immediately
due and payable.

          At any time after such a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained, the
Noteholders of a majority in principal amount at Maturity of the outstanding
Notes, by written notice to the Company, may rescind and annul such declaration
and its consequences if:

          (a)     the Company has paid a sum sufficient to pay:

                  (i)    all overdue interest and Special Interest on all Notes;

                  (ii)   the Accreted Value of (and premium, if any, on) any
          Notes which have become due otherwise than by such declaration of
          acceleration (including any Notes required to have been purchased
          pursuant to an offer to purchase that the Company is required to make
          hereunder) and any interest and Special Interest thereon at the rate
          borne by the Notes; and

                                      87
<PAGE>

                  (iii)  to the extent that payment of such interest is lawful,
          interest upon overdue interest and overdue Special Interest at the
          rate provided therefor in the Notes; and

          (b)     all Events of Default, other than the nonpayment of the
     principal amount of (and premium, if any, on) Notes at the Maturity thereof
     and interest and Special Interest thereon which have become due solely by
     such declaration of acceleration, have been cured or waived as provided in
     Section 11.03.

          11.03.  Waiver of Past Defaults. The Required Holders may on behalf of
          --------------------------------
the Noteholders of all the Notes waive any past default hereunder and its
consequences, except a default:

          (a)     in the payment of the principal (or premium, if any) or
     interest or Special Interest on any Note (including any Note which is
     required to have been purchased pursuant to an offer to purchase that the
     Company is required to make hereunder), or

          (b)     in respect of a covenant or provision hereof which under
     Section 16.04 cannot be modified or amended without the consent of the
     Holder of each outstanding Note affected.

          Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Agreement; provided, however, no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

                                  ARTICLE 12
                                  ----------

                                  REDEMPTION
                                  ----------

          12.01.  Right of Redemption. The Notes may be redeemed at the election
          ----------------------------
of the Issuers upon such conditions, at such times, in such amounts and at the
Redemption Prices (together with any applicable accrued interest and any Special
Interest to the Redemption Date) as specified in this Section 12 and in the form
of Note attached as Exhibit A hereto.
                    ---------

          12.02.  Partial Redemptions. In case the Issuers are entitled to, and
          ----------------------------
elect to, redeem less than all of the Notes, the Issuers shall redeem the Notes
pro rata from each Noteholder (or as nearly pro rata as practicable). For all
purposes of this Agreement, unless the context otherwise requires, all
provisions relating to the redemption of Notes shall relate, in the case of any
Notes redeemed or to be redeemed only in part, to the portion of the principal
amount of such Notes which has been or is to be redeemed.

          12.03.  Mandatory Redemption. (a) If the Company consummates a
          -----------------------------
Qualified Equity Issuance on or before the 180th day after the Issue Date, the
Issuers shall be required to redeem all of the Notes originally issued at a
Redemption Price of 101% of the Accreted Value thereof, together with accrued
and unpaid interest, if any, with the Net Cash Proceeds of such Qualified Equity
Issuance.

                                      88
<PAGE>

          (b)     In the event that the Issuers have not redeemed all of the
Notes in accordance with Section 12.03(a) by the 180/th/ day after the Issue
Date, the Issuers shall be required to redeem with the Net Cash Proceeds of any
Public Equity Offering(s) all of the Notes not yet redeemed at the relevant
Redemption Price set forth under Section 12.04 below, together with accrued and
unpaid interest, if any, provided that the Company shall not be required to
redeem any Notes pursuant to this Section 12.03 (b) at (x) any time after March
31, 2001 or (y) such time as the Consolidated Leverage Ratio is 7.5 to 1 or
lower and no Default or Event of Default shall have occurred and be continuing.
If the aggregate Redemption Price of the Notes exceeds the Net Cash Proceeds of
any Public Equity Offering, Notes to be redeemed from such Net Cash Proceeds
will be selected on a pro rata basis.

          12.04.  Optional Redemption. The Notes will be redeemable, at the
          ----------------------------
option of the Issuers, as a whole or from time to time in part, on not less than
30 or more than 60 days' prior notice at the following Redemption Prices
(expressed as percentages of Accreted Value (on or before May 1, 2005) or
principal amount at Maturity (after May 1, 2005), as applicable) together with
accrued and unpaid interest, if any, to the Redemption Date (subject to the
right of Holders of record on the relevant Regular Record Date to receive
interest due on an Interest Payment Date that is on or prior to the Redemption
Date), if redeemed during the periods indicated below:


          Issue date to 180/th/ day after Issue Date        101.00%
          181/st/ day after Issue Date to April 30, 2002    111.00
          May 1, 2002 to April 30, 2003                     110.00
          May 1, 2003 to April 30, 2004                     109.00
          May 1, 2004 to April 30, 2005                     108.00
          May 1, 2005 to April 30, 2006                     107.00
          May 1, 2006 to April 30, 2007                     105.25
          May 1, 2007 to April 30, 2008                     103.50
          May 1, 2008 to April 30, 2009                     101.75
          May 1, 2009 until Maturity                        100.00


Notwithstanding the foregoing, the Notes shall not be redeemable during the
period commencing on the Issue Date and ending on the 180/th/ day after the
Issue Date unless all of the Notes are redeemed out of the Net Cash Proceeds of
a Qualified Equity Issuance.

          12.05.  [Reserved].
          -------------------

          12.06.  Notice of Redemption. Notice of redemption shall be given by
          -----------------------------
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date, to each Noteholder to be redeemed, at his address
appearing in the Security Register.

          All notices of redemption shall state:

          (a)     the Redemption Date,

          (b)     the Redemption Price and the amount of accrued interest to the
     Redemption Date, if any,

                                      89
<PAGE>

          (c)     if less than all the outstanding Notes are to be redeemed, the
     portion of each Note to be redeemed,

          (d)     that on the Redemption Date the Redemption Price will become
     due and payable upon each such Note to be redeemed and that interest and
     any Special Interest thereon will cease to accrue on and after said date,
     and

          (e)     the place or places where such Notes are to be surrendered for
     payment of the Redemption Price.

          Notice of redemption of Notes to be redeemed at the election of the
Issuers shall be given by the Issuers and at the expense of the Issuers.

          12.07.  Deposit of Redemption Price. Prior to any Redemption Date, the
          ------------------------------------
Issuers shall segregate and hold in trust an amount of money sufficient to pay
the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) any applicable accrued interest and Special Interest on, all the
Notes which are to be redeemed on that date.

          12.08.  Notes Payable on Redemption Date. If notice of redemption
          -----------------------------------------
shall have been given as provided above, the Notes so to be redeemed shall, on
the Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Issuers shall default in the
payment of the Redemption Price and any applicable accrued interest and Special
Interest) such Notes shall not bear interest. Upon surrender of any such Note
for redemption in accordance with said notice, such Note shall be paid by the
Company at the Redemption Price, together with any applicable accrued interest
and Special Interest to the Redemption Date; provided, however, that accretion
of original issue discount or installments of interest or Special Interest whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Noteholders of such Notes, or one or more Predecessor Notes, registered as such
at the close of business on the relevant Record Dates according to their terms
and the provisions of this Agreement.

          If any Note called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate provided by the Note.

          12.09.  Notes Redeemed in Part. Any Note which is to be redeemed only
          -------------------------------
in part shall be surrendered at the principal offices of the Company (with, if
the Company so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company duly executed by, the Noteholder thereof or
his attorney duly authorized in writing), and the Company shall execute and
deliver to the Noteholder of such Note without service charge, a new Note or
Notes, of any authorized denomination as requested by such Noteholder, in
aggregate principal amount at Maturity equal to and in exchange for the
unredeemed portion of the principal of the Note so surrendered.

                                      90
<PAGE>

                                  ARTICLE 13
                                  ----------

                         EXPENSES, INDEMNIFICATION AND
                         CONTRIBUTION AND TERMINATION
                         ----------------------------

          13.01.  Expenses. Whether or not the transactions contemplated hereby
          ----------------
are consummated, the Company will pay all costs and expenses (including
reasonable and documented attorneys' and accountants' fees and disbursements)
incurred by the Purchasers or any holder of a Security in connection with the
Transactions and in connection with any amendments, waivers or consents under or
in respect of this Agreement, the other Transaction Documents or the Securities
(whether or not such amendment, waiver or consent becomes effective), including,
without limitation: (a) the Purchasers' reasonable and documented out-of-pocket
expenses in connection with the Purchasers' examinations and appraisals of the
properties, books and records of the Company and its Subsidiaries, (b) the
reasonable costs and expenses incurred in enforcing, defending or declaring (or
determining whether or how to enforce, defend or declare) any rights or remedies
under this Agreement, the Transaction Documents or the Securities or Exchange
Notes or in responding to any subpoena or other legal process or informal
investigative demand issued in connection with this Agreement, the other
Transaction Documents or the Securities, or by reason of being a holder of any
Securities, (c) the costs and expenses, including reasonable and documented
consultants' and advisors' fees, incurred in connection with the insolvency or
bankruptcy of the Company or any Subsidiary of the Company or in connection with
any work-out or restructuring of the transactions contemplated hereby, by the
other Transaction Documents or by the Securities. The Company will pay, and will
save the Purchasers and each other holder of a Security harmless from, all
claims in respect of any fees, costs or expenses if any, of brokers and finders
in relation to the Transactions. It is recognized that the Company will not be
liable for any costs and expenses that arise out of the gross negligence or
willful misconduct of any Purchaser or Holder.

          13.02.  Indemnification. Indemnification by the Company. The Company
          -------------------------------------------------------
agrees to indemnify and hold harmless (i) each Purchaser and each Person who
participates as a placement or sales agent or as an underwriter in any Private
Offering, (ii) each Person, if any, who controls (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) any such Person
referred to in clause (i) (any of the Persons referred to in this clause (ii)
being referred to herein as a "Controlling Person") and (iii) the respective
                               ------------------
officers, directors, managing directors, stockholders, partners, employees,
representatives, trustees, fiduciaries, and agents of any Person referred to in
clause (i) or any such Controlling Person (any such Person referred to in clause
(i), (ii) or (iii), a "Purchaser Indemnified Person") against any losses,
                       ----------------------------
claims, damages or liabilities, joint or several, to which such Purchaser
Indemnified Person may become subject, under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (i) in whole or in part any inaccuracy
in any of the representations and warranties of the Company contained herein,
(ii) in whole or in part upon the failure of the Company to perform its
obligations hereunder or under Applicable Law, (iii) in whole or in part any
untrue statement or alleged untrue statement of a material fact contained in any
Resale Materials, or arise out of or are based upon the omission or alleged
omission to state therein a material fact necessary to make the statements
therein, not misleading, (iv) the failure of any of the consolidated balance
sheets included in the Company Financial Statements (including the related notes
and schedules) to

                                      91
<PAGE>

fairly represent the consolidated financial position of the Company and its
Subsidiaries as of its date, or failure of any of the consolidated statements of
income, and cash flows of the Company and its Subsidiaries included in the
Company Financial Statements (including any related notes and schedules) to
fairly represent the results of operations and income, or cash flows, as the
case may be, of the Company and its Subsidiaries for the periods set forth
therein, in each case in accordance with GAAP, except as may be noted therein
and subject in the case of any interim financial statements, to normal year-end
adjustments that are not material in amount or effect, (v) any change in the
financial condition, operations, business, properties or prospects of the
Company and its Subsidiaries during the period from the Audit Date to the
Closing Time, inclusive, that, individually or in the aggregate, has had or
would have a Material Adverse Effect that has not been disclosed in writing to
the Purchasers (provided, that payment in full of the Notes held by a Purchaser
and all interest and premium thereon shall extinguish all claims by such
Purchaser and any Person claiming through such Purchaser under this clause (v)),
or (vi) the Transactions; and will reimburse each such Purchaser Indemnified
Person for any legal and other expenses incurred by such Purchaser Indemnified
Person in connection with investigating or defending any such action or claims
as such expenses are incurred. The indemnity agreement set forth in this Section
13.02(a) shall be in addition to any liabilities that the Company may otherwise
have; provided, however, that the Company will not be liable for any claims for
indemnification that arise out of the gross negligence or willful misconduct of
any Purchaser or Holder.

          (b)     Indemnification by the Purchasers. Each Purchaser agrees,
          -----------------------------------------
severally and not jointly, to indemnify and hold harmless (i) the Company and
(ii) each Controlling Person of the Company and (iii) the respective officers,
directors, employees, representatives and agents of each Company or any such
Controlling Person (any such Person referred to in clause (i), (ii) or (iii), a
"Company Indemnified Person") against any losses, claims, damages or
 --------------------------
liabilities, joint or several, to which such Company Indemnified Person may
become subject, under the Securities Act or otherwise insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon (i) in whole or in part any inaccuracy of any of such Purchaser's
representations and warranties in Section 5 or (ii) in whole or in part the
failure of such Purchaser to perform its obligations in Section 9.01; and will
reimburse the Company Indemnified Persons for any legal and other expenses
reasonably incurred by the Company Indemnified Persons in connection with
investigating or defending any such actions or claims as such expenses are
incurred. The indemnity agreement set forth in this Section 13.02(b) shall be in
addition to any liabilities that each Purchaser may otherwise have; provided,
however, that the Company will not be liable for any claims for indemnification
that arise out of the gross negligence or willful misconduct of any Purchaser or
Holder.

          (c)     Notifications and Other Indemnification Procedures. Promptly
          ----------------------------------------------------------
after receipt by a Purchaser Indemnified Person or a Company Indemnified Person
(each, an "Indemnified Person") of notice of the commencement of any action,
such Indemnified Person shall, if a claim in respect thereof is to be made
against an indemnifying party under Section 13.02(a) or 13.02(b), as applicable,
notify such indemnifying party in writing of the commencement thereof, but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any Indemnified Person otherwise than under
Section 13.02(a) or 13.02(b), as applicable, or to the extent it is not
materially prejudiced as a proximate result of such failure. In case any such
action is brought against any Indemnified

                                      92
<PAGE>

Person and it shall notify an indemnifying party of the commencement thereof,
the indemnifying party will be entitled to participate therein and, to the
extent that it shall elect within 30 days after receiving any such notification,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel satisfactory to such Indemnified Person (who shall
not, except with the consent of the Indemnified Person, which consent shall not
be unreasonably withheld, be counsel to the indemnifying party), and, after
notice from the indemnifying party to such Indemnified Person of its election so
to assume the defense thereof, the indemnifying party shall not be liable to
such Indemnified Person under such paragraph for any legal expenses of other
counsel or any other expenses, in each case subsequently incurred by such
Indemnified Person, in connection with the defense thereof other than reasonable
costs of investigation. Notwithstanding the foregoing, any Indemnified Person
shall have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of the Indemnified Person unless (i) the Indemnified
Person shall have been advised by counsel that representation of the Indemnified
Person by counsel provided by the indemnifying party would be inappropriate due
to actual or potential conflicting interests between the indemnifying party and
the Indemnified Person, including situations in which there are one or more
legal defenses available to the Indemnified Person that are different from or
additional to those available to the indemnifying party, (ii) the indemnifying
party shall have authorized in writing the employment of counsel for the
Indemnified Person at the expense of the indemnifying party or (iii) the
indemnifying party shall have failed to assume the defense or retain counsel
reasonably satisfactory to the Indemnified Person; provided, however, that the
indemnifying party shall not, in connection with any one such action or
proceeding or separate but substantially similar actions or proceedings arising
out of the same general allegations, be liable for the fees and expenses of more
than one separate firm of attorneys at any time for all Indemnified Persons,
except to the extent that local counsel, in addition to their regular counsel,
is required in order to effectively defend against such action or proceeding. No
indemnifying party shall, without the written consent of the Indemnified Person,
effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
Indemnified Person is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the Indemnified Person from all liability arising out of such action
or claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any Indemnified Person.

          13.03.  Contribution. If the indemnification provided for in Section
          --------------------
13.02 is unavailable to or insufficient to hold harmless an Indemnified Person
under paragraph (a), (b) or (c) of Section 13.02 in respect of any losses,
claims, damages or liabilities (or actions in respect thereof) referred to
therein, then each indemnifying party shall contribute to the amount paid or
payable by such Indemnified Person as a result of such losses, claims, damages
or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the (i) relative benefits received by the Company on the
one hand and the Purchasers on the other hand from the issuance and sale of the
Securities; or (ii) if the allocation provided in clause (i) is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
related benefits referred to in clause (i) above but also the relative fault of
the indemnifying party on the one hand and the Indemnified Person on the other
in connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as

                                      93
<PAGE>

well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Purchasers on the other hand in
connection with the sale of the Securities pursuant to this Agreement shall be
deemed to be in the same respective proportions as the total net proceeds from
the offering of the Securities pursuant to this Agreement (before deducting
expenses) received by the Company and the commitment fee payable to the
Purchasers at the Closing Time. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the indemnifying party on the one hand or the
Indemnified Person on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The parties agree that it would not be just and equitable if
contributions pursuant to this Section 13.03 were determined by pro rata
allocation (even if the Indemnified Persons were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 13.03. The amount
paid or payable by an Indemnified Person as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this
Section 13.03 shall be deemed to include any legal or other expenses reasonably
incurred by such Indemnified Person in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this
Section 13.03, no Purchaser shall be required to contribute any amount which,
when taken together with any amounts paid by such Purchaser under Section
13.02(b) exceeds such Purchaser's pro rata share of the commitment fee payable
to the Purchasers at the Closing Time. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

          The obligations of the Company and the Purchasers under this Section
13.03 shall be in addition to any liability which the Company and the respective
Purchasers may otherwise have.

          13.04.  Survival. The obligations of the Company under this Section 13
          -----------------
will survive the payment or transfer of any Security or Exchange Note, the
enforcement, amendment or waiver of any provision of this Agreement and the
termination of this Agreement.

          13.05.  Termination.
          --------------------

          (a)     The Purchasers may terminate this Agreement, by notice to the
Company, at any time at or prior to the Closing Time if (1) if any of the
conditions in Section 3 are not satisfied or waived in writing by the Purchasers
or are not capable of being so satisfied or waived at or prior to such date or
(2) if there has been, since the time of execution of this Agreement or since
the Audit Date, any material adverse change in the business, management,
operations, affairs, condition (financial or otherwise) assets or prospects of
the Company and its Subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business.

          (b)     Liabilities. If this Agreement is terminated pursuant to this
                  -----------
Section 13.05, such termination shall be without liability of any party to any
other party except as provided in Section 13.01 hereof, and provided further
that Sections 1.01, 1.02, 13.02, 13.03, 13.04, 14.08 and 14.12 shall survive
such termination and remain in full force and effect.

                                      94
<PAGE>

                                  ARTICLE 14
                                  ----------

                                 MISCELLANEOUS
                                 -------------

          14.01.  Notices. Except as otherwise expressly provided herein, all
          ----------------
notices and other communications shall have been duly given and shall be
effective (a) when delivered, (b) when transmitted via telecopy (or other
facsimile device) to the number set out below if the sender on the same day
sends a confirming copy of such notice by a recognized overnight delivery
service (charges prepaid), (c) the day following the day on which the same has
been delivered prepaid to a reputable national overnight air courier service or
(d) the third Business Day following the day on which the same is sent by
certified or registered mail, postage prepaid, in each case to the respective
parties at the address set forth below, or at such other address as such party
may specify by written notice to the other party hereto:

          (i)     to a Purchaser or its nominee, to the Purchaser or its nominee
at the address specified for such communications in Schedule A, with a copy to
                                                    ----------
Shearman & Sterling, 599 Lexington Avenue, New York, NY 10022, attention:
Christopher C. Paci, Esq., or at such other address as the Purchaser or its
nominee shall have specified to the Company in writing;

          (ii)    if to any other Holder to such Holder at the address of such
Holder appearing in the Security Register or such other address as such other
holder shall have specified to the Company in writing; or

          (iii)   if to the Company at

                  Nassau Broadcasting Partners, L.P.
                  619 Alexander Road
                  3rd Floor
                  Princeton, N.J.  08540
                  Attention:  Michael S. Libretti


                  with a copy to

                  Skadden, Arps, Slate, Meagher & Flom LLP,
                  Four Times Square,
                  New York, NY  10036-6522,
                  Attention:  Phyllis G. Korff, Esq.

or at such other address as the Company shall have specified to the holder of
each Note in writing.

          14.02.  Benefit of Agreement; Assignments and Participations. Except
          ------------------------------------------------------------
as otherwise expressly provided herein, all covenants, agreements and other
provisions contained in this Agreement by or on behalf of any of the parties
hereto shall bind, inure to the benefit of and be enforceable by their
respective successors and assigns (including, without limitation, any subsequent
holder of a Security or Exchange Note) whether so expressed or not; provided,
however, that the Company may not assign and transfer any of its rights or
obligations without the prior written consent of the other parties hereto and
each such holder.

                                      95
<PAGE>

          Nothing in this Agreement or in the Securities or Exchange Notes,
express or implied, shall give to any Person other than the parties hereto,
their successors and assigns and the holders from time to time of the Securities
or Exchange Notes any benefit or any legal or equitable right, remedy or claim
under this Agreement.

          14.03.  No Waiver; Remedies Cumulative. No failure or delay on the
          ---------------------------------------
part of any party hereto or any Holder in exercising any right, power or
privilege hereunder or under the Securities or Exchange Notes and no course of
dealing between any Company and any other party or Holder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or under the Securities or Exchange Notes preclude any other
or further exercise thereof or the exercise of any other right, power or
privilege hereunder or thereunder. The rights and remedies provided herein and
in the Securities and Exchange Notes are cumulative and not exclusive of any
rights or remedies which the parties or Holders would otherwise have. No notice
to or demand on the Company in any case shall entitle the Company to any other
or further notice or demand in similar or other circumstances or constitute a
waiver of the rights of the other parties hereto or the Holders to any other or
further action in any circumstances without notice or demand.

          14.04.  Amendments, Waivers and Consents. This Agreement may be
          -----------------------------------------
amended, and the observance of any term hereof may be waived (either
retroactively or prospectively) with (and only with) the written consent of the
Company and the Required Holders (or, if prior to the Closing Time, Purchasers
who have agreed to purchase a majority in aggregate principal amount at Maturity
of the Notes); provided, however, that no such amendment or waiver may, without
the prior written consent of the Holder of each Note and Exchange Note then
outstanding and affected thereby (or each Purchaser if prior to the Closing
Time):

          (1)     change the Stated Maturity of the principal of, or any
     installment of interest on, any Note, or reduce the Accreted Value thereof
     or premium, if any, or the rate of interest thereon, or alter any
     redemption provision with respect to the timing or amount of payment
     thereof, or change the coin or currency in which the Accreted Value of any
     Note or any premium, if any, or the interest thereon is payable, or impair
     the right to institute suit for the enforcement of any such payment after
     the Stated Maturity thereof (or, in the case of redemption, on or after the
     redemption date), or

          (2)     amend, change or modify any of the provisions of Section 7.08,
     7.09 or 8.05 including, in each case, amending, changing or modifying any
     definitions relating thereto, or

          (3)     reduce the percentage in principal amount at Maturity of the
     outstanding Notes, the consent of whose Holders is required for any such
     amendment or supplement, or the consent of whose Holders is required for
     any waiver of compliance with certain provisions of this Agreement or
     certain defaults hereunder and their consequences provided for in this
     Agreement, or

          (4)     modify any provisions of this Section or Section 11.03, except
     to increase the percentage in principal amount at Maturity of the
     outstanding Notes required to take any of the actions described therein or
     to provide that certain additional provisions of this

                                      96
<PAGE>

     Agreement cannot be modified or waived without the consent of the Holder of
     each outstanding Note affected thereby, or

          (5)     except as otherwise permitted under Section 8.11, consent to
     the assignment or transfer by the Company of their respective rights or
     obligations under this Agreement, or

          (6)     reduce the amount of Notes whose holders must consent to an
     amendment.

No amendment or waiver of this Agreement will extend to or affect any
obligation, covenant, agreement, Default or Event of Default not expressly
amended or waived or thereby impair any right consequent thereon. As used
herein, the term this "Agreement" and references thereto shall mean this
                       ---------
Agreement as it may from time to time be amended or supplemented.

          14.05.  Counterparts. This Agreement may be executed in any number of
          ---------------------
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall constitute one and the same instrument. It shall not be
necessary in making proof of this Agreement to produce or account for more than
one such counterpart. Each counterpart may consist of a number of copies hereof,
each signed by less than all, but together signed by all, of the parties hereto.

          14.06.  Reproduction. This Agreement, the other Transaction Documents
          ---------------------
and all documents relating, hereto and thereto, including, without limitation,
(a) consents, waivers and modifications that may hereafter be executed, (b)
documents received by the Purchasers at the Closing Time (except the Notes
themselves), and (c) financial statements, certificates and other information
previously or hereafter furnished in connection herewith, may be reproduced by
any photographic, photostatic, microfilm, microcard, miniature photographic or
other similar process and any original document so reproduced may be destroyed.
Each Company agrees and stipulates that, to the extent permitted by Applicable
Law, any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding (whether or not the original
is in existence and whether or not such reproduction was made in the regular
course of business) and any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence. This Section 14.06
shall not prohibit the Company, any other party hereto or any Holder from
contesting any such reproduction to the same extent that it could contest the
original, or from introducing evidence to demonstrate the inaccuracy of any such
reproduction.

          14.07.  Headings. The headings of the sections and subsections hereof
          -----------------
are provided for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement.

          14.08.  Governing Law; Submission to Jurisdiction; Venue.
          ---------------------------------------------------------

          (a)     THIS AGREEMENT AND THE SECURITIES (OTHER THAN THE LP UNITS)
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE
PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, EXCLUDING
CHOICE-OF-LAW PRINCIPLES OF THE
<PAGE>

LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A
JURISDICTION OTHER THAN SUCH STATE.

          (b)     If any action, proceeding or litigation shall be brought by
any Purchaser or any Holder in order to enforce any right or remedy under this
Agreement or any of the Securities, the Company hereby consents and will submit,
and will cause each of its Subsidiaries to submit, to the jurisdiction of any
state or federal court of competent jurisdiction sitting within the area
comprising the Southern District of New York on the date of this Agreement. The
Company hereby irrevocably waives any objection, including, but not limited to,
any objection to the laying of venue or based on the grounds of forum non
                                                                ----- ---
conveniens which they may now or hereafter have to the bringing of any such
----------
action, proceeding or litigation in such jurisdiction. The Company further
agrees that it shall not, and shall cause its Subsidiaries not to, bring any
action, proceeding or litigation arising out of this Agreement, the Securities
or any other Transaction Document in any state or federal court other than any
state or federal court of competent jurisdiction sitting within the area
comprising the Southern District of New York on the date of this Agreement.

          (c)     The Company hereby irrevocably designates CT Corporation
System at an address in New York City designated at the Closing Time as the
designee, appointee and agent of the Company to receive, for and on behalf of
the Company, service of process in such jurisdiction in any action, proceeding
or litigation with respect to this Agreement, the Securities or any of the other
Transaction Documents. It is understood that a copy of such process served on
such agent will be promptly forwarded by mail to the Company at its address set
forth opposite its signature below, but the failure of the Company to have
received such copy shall not affect in any way the service of such process. The
Company further irrevocably consents to the service of process of any of the
aforementioned courts in any such action, proceeding or litigation by the
mailing of copies thereof by registered or certified mail, postage prepaid, to
the Company at its said address, such service to become effective thirty (30)
days after such mailing.

          (d)     Nothing herein shall affect the right of any holder of a Note
to serve process in any other manner permitted by law or to commence legal
proceedings or otherwise proceed against the Company in any other jurisdiction.
If service of process is made on a designated agent it should be made by either
(i) personal delivery or (ii) mailing a copy of summons and complaint to the
agent via registered or certified mail, return receipt requested.

          (e)     THE COMPANY AND HOLDERS HEREBY WAIVE ANY AND ALL RIGHTS THEY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS
AGREEMENT OR ANY OF THE SECURITIES.

          14.09.  Severability. If any provision of this Agreement is determined
          --------------------
to be illegal, invalid or unenforceable, such provision shall be fully severable
to the extent of such illegality, invalidity or unenforceability and the
remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable
provisions.

                                      98
<PAGE>

          14.10.  Entirety. This Agreement together with the other Transaction
          -----------------
Documents represents the entire agreement of the parties hereto and thereto, and
supersedes all prior agreements and understandings, oral or written, if any,
relating to the Transaction Documents or the transactions contemplated herein or
therein.

          14.11.  Survival of Representations and Warranties. All
          ---------------------------------------------------
representations and warranties and covenants and indemnities made by the Company
herein shall survive the execution and delivery of this Agreement, the issuance
and transfer of all or any portion of the Securities and Exchange Notes and the
payment of principal of the Notes and the Exchange Notes and any other
obligations hereunder, regardless of any investigation made at any time by or on
behalf of the Purchasers or any other holder that is Affiliated with the
Purchasers. All statements contained in any certificate delivered by or on
behalf of the Company pursuant to this Agreement shall be deemed representations
and warranties of the Company under this Agreement.

          14.12.  Incorporation. All Exhibits and Schedules attached hereto are
          ----------------------
incorporated as part of this Agreement as if fully set forth herein.

                                      99
<PAGE>

          IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Agreement to be duly executed and delivered as of the date
first above written.

                              NASSAU BROADCASTING PARTNERS, L.P.


                              By:  Nassau Broadcasting Partners, Inc., as its
                                     General Partner


                              By: /s/ Louis F. Mercatanti, Jr.
                                  ------------------------------------
                                 Name: Louis F. Mercatanti, Jr.
                                 Title: President

                              NASSAU FINANCE CORP.


                              By: /s/ Louis F. Mercatanti, Jr.
                                  ------------------------------------
                                 Name: Louis F. Mercatanti, Jr.
                                 Title:

                              MERRILL LYNCH CAPITAL CORPORATION


                              By: /s/ Stephen B. Paras
                                  ------------------------------------
                                 Name: Stephen B. Paras
                                 Title: Managing Director

                              OZ MASTER FUND, LTD.


                              By: /s/ Daniel S. Och
                                  ------------------------------------
                                 Name: Daniel S. Och
                                 Title: Managing Director

                                      100
<PAGE>

                              CAISSE DE DEPOT ET PLACEMENT DU QUEBEC

                              By: /s/ Lucie Rousseau
                                  ------------------------------------
                                 Name: Lucie Rousseau
                                 Title:


                              By: /s/ Diane C. Farreau
                                  ------------------------------------
                                 Name: Diane C. Farreau
                                 Title:


                              THE BANK OF NOVA SCOTIA

                              By: /s/ Vincent J. Fitzgerald, Jr.
                                  ------------------------------------
                                 Name: Vincent J. Fitzgerald, Jr.
                                 Title: Authorized Signatory

                              BANK OF MONTREAL


                              By: /s/ Karen Klapper
                                  ------------------------------------
                                 Name: Karen Klapper
                                 Title: Director
<PAGE>

                                                                       EXHIBIT A
                                                                       ---------

                                [FORM OF NOTE]

          THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
                                                   --------------
QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR
OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY IS SUBJECT TO
THE TERMS OF THE PURCHASE AGREEMENT, DATED AS OF MAY 4, 2000 (THE "PURCHASE
                                                                   --------
AGREEMENT"), AMONG NASSAU BROADCASTING PARTNERS, L.P. (THE "COMPANY"), NASSAU
---------                                                   -------
FINANCE CORP. AND THE PURCHASERS NAMED THEREIN. A COPY OF SUCH PURCHASE
AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY.

                      NASSAU BROADCASTING PARTNERS, L.P.
                             NASSAU FINANCE CORP.

      13% (Resetting to 14%) [Series B]/1/ Senior Discount Note due 2010


No. _______

          Nassau Broadcasting Partners, L.P., a Delaware limited partnership
formed under the Delaware Revised Uniform Limited Partnership Act (the
"Company", which term includes any successor under the Agreement hereinafter
 -------
referred to), and Nassau Finance Corp., a Delaware corporation ("Nassau
                                                                 ------
Finance", which term includes any successor under the Agreement hereinafter
-------
referred to) (together with the Company, the "Issuers") for value received,
                                              -------
promise to pay to ___________, or its registered assigns, the principal sum of
[pro rata portion of $117,359,000.00] Dollars ($________), on May 1, 2010 and to
pay interest thereon on November 1, 2005 and semiannually thereafter, on May 1
and November 1 in each year, from November 1, 2005, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for.

          The following information is supplied for purposes of Sections 1273
and 1275 of the Internal Revenue Code:





_________________

                                      A-1
<PAGE>

          <TABLE>
          <S>                                                               <C>
          Issue Date:                                                       May 4, 2000
          Issue Price:                                                      $488.91
          Original issue discount under Section 1273 of the
              Internal Revenue Code (for each $1,000
              principal amount):                                            $1,211.09
          Principal Amount:                                                 $1,000.00
          Yield to Maturity:                                                14.48%
          Interest Rate:                                                    13% per annum,
                                                                            increasing to
                                                                            14% per annum
                                                                            as and from
                                                                            November 1,
                                                                            2000.

          Cash Interest Payment Dates:                                      May 1 and
                                                                            November 1 of
                                                                            each year
                                                                            commencing
                                                                            November 1,
                                                                            2005.

          Regular Record Dates:                                             April 15 and
                                                                            October 15 of
                                                                            each year.
          </TABLE>

          Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

                                      A-2
<PAGE>

          IN WITNESS WHEREOF, each of the Issuers has caused this Note to be
signed manually or by facsimile by its duly authorized officers.


Date:  May 4, 2000            NASSAU BROADCASTING PARTNERS, L.P.

                              By: Nassau Broadcasting Partners, Inc.,
                                    as its General Partner


                              By: _________________________________________
                                  Name:
                                  Title:



                              NASSAU FINANCE CORP.


                              By: _________________________________________
                                  Name:
                                  Title:

                                      A-3
<PAGE>

                            [REVERSE SIDE OF NOTE]

                      Nassau Broadcasting Partners, L.P.

                             Nassau Finance Corp.

      13% (resetting to 14%) [Series B]/2/ Senior Discount Note due 2010




1.   Principal and Interest.
     ----------------------

          The Issuers shall pay the principal amount of this Note on May 1,
2010.

          The Issuers promise to pay interest on the principal amount of this
Note on each Interest Payment Date, as set forth below, at the rate of 13% per
annum (increasing to 14% per annum as and from November 1, 2000) except that
additional interest accrued on this Note pursuant to the fourth paragraph of
this Section 1 and pursuant to the Exchange and Registration Rights Agreement
(as defined herein) will accrue at the rate or rates borne by the Notes from
time to time as set forth in the Exchange and Registration Rights Agreement.

          Cash interest shall be payable on November 1, 2005 and thereafter
semi-annually (to the Holders of record of the Notes (or any Predecessor Notes)
at the close of business on the April 15 or October 15 immediately preceding the
Interest Payment Date) on each Interest Payment Date, commencing on November 1,
2005.

          The Holder of this Note shall be entitled to the benefits of the
Exchange and Registration Rights Agreement dated as of May 4, 2000 among the
Issuers and the Purchasers named therein (the "Notes Registration Rights
                                               -------------------------
Agreement"). In the event that (a) the Exchange Offer Registration Statement
---------
(as such term is defined in the Notes Registration Rights Agreement) is not
filed with the Securities and Exchange Commission on or prior to the earlier of
(i) one month after consummation of a Public Equity Offering, to the extent the
IPO Proceeds are insufficient to redeem all of the Notes or (ii) nine months
after the Issue Date, (b) the Exchange Offer Registration Statement (as such
term is defined in the Exchange and Registration Rights Agreement) has not been
declared effective on or prior to the earlier of (i) three months after
consummation of a Public Equity Offering or (ii) eleven months after the Issue
Date, (c) the Exchange Offer (as such term is defined in the Exchange and
Registration Rights Agreement) is not consummated or, if required, a Shelf
Registration Statement (as such term is defined in the Exchange and Registration
Rights Agreement) with respect to the Notes is not declared effective on or
prior to the earlier of (i) four months after consummation of a Public Equity
Offering or (ii) twelve months after the date of original issue of the Notes or
(d) the Exchange Offer Registration Statement or the Shelf Registration
Statement is declared effective but thereafter ceases to be effective or usable
except in accordance with the Exchange and Registration Rights Agreement (each
of the foregoing events, a "Registration Default"), the
                            --------------------


________________________

/2/       Include only for Exchange Notes.

                                      A-4
<PAGE>

Issuers shall pay additional interest ("Special Interest") on the Notes (in
                                        ----------------
addition to the interest otherwise due on the Notes) in cash in arrears on each
Interest Payment Date in an amount equal to 0.25% per annum of the principal
amount of the Notes with respect to the first 90-day period following any of
such events described in clauses (a) through (d) above, which rate shall be
increased by an additional 0.25% per annum for each subsequent 90-day period
until such Registration Default has been cured; provided that the aggregate
increase in such annual interest rate shall in no event exceed one percent per
annum for each subsequent 90-day period. Upon (w) the filing of the Exchange
Offer Registration Statement after the period described in clause (a) above, (x)
the effectiveness of the Exchange Offer Registration Statement after the period
described in clause (b) above, (y) the consummation of the Exchange Offer or the
effectiveness of a Shelf Registration Statement, as the case may be, after the
period described in clause (c) above or (z) the cure of any event described in
clause (d) above, such additional interest rate borne by this Note from the date
of such filing, effectiveness, consummation or cure, as the case may be, shall
cease to accrue; provided, however, that, if after any such additional interest
ceases to accrue, a different event specified in clause (a), (b), (c) or (d)
above occurs, such additional interest rate may again be increased pursuant to
the foregoing provisions.

          This Note shall accrete original issue discount at the rate of 13% per
annum (increasing to 14% per annum as and from November 1, 2000), compounded
semiannually, to an aggregate principal amount of $1,000 by May 1, 2005, and
shall bear cash interest at the rate of 14% per annum accruing from May 1, 2005,
or from the most recent Interest Payment Date to which cash interest has been
paid or duly provided for; provided that, if there is no existing default in the
payment of interest and if this Note is authenticated between a Regular Record
Date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such Interest Payment Date. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

          The Issuers shall pay interest on overdue principal and premium, if
any, and interest on overdue installments of interest, to the extent lawful, at
a rate per annum equal to the rate of interest applicable to the Notes.

2.   Method of Payment.
     -----------------

          The Issuers shall pay cash interest (except defaulted interest) on the
principal amount of the Notes on each May 1 and November 1 (commencing November
1, 2005) to the Persons who are Holders (as reflected in the Note Register at
the close of business on the April 15 and October 15 immediately preceding the
Interest Payment Date), in each case, even if the Note is cancelled on
registration of transfer or registration of exchange after such Regular Record
Date; provided that, with respect to the payment of principal, the Issuers will
make payment to the Holder that surrenders this Note to it or any designated
agent on or after the Final Maturity Date.

          The Issuers shall pay principal (and premium, if any) and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts. However, the Issuers may pay principal (and
premium, if any) and interest by check payable in immediately available funds.
The Issuers may pay interest on the Notes either (a) by mailing a

                                      A-5
<PAGE>

check for such interest to a Holder's registered address (as reflected in the
Note Register) or (b) by wire transfer to an account located in the United
States maintained by the payee. If a payment date is a date other than a
Business Day at a place of payment, payment may be made at that place on the
next succeeding day that is a Business Day and no interest shall accrue for the
intervening period.

3.   Purchase Agreement; Limitations.
     -------------------------------

          The Issuers issued the Notes under a Units Purchase Agreement dated as
of May 4, 2000 (the "Purchase Agreement"), among the Issuers and the Purchasers
                     ------------------
named therein (the "Purchasers"). Capitalized terms herein are used as defined
                    ----------
in the Purchase Agreement unless otherwise indicated. The terms of the Notes
include those stated in the Purchase Agreement. To the extent permitted by
applicable law, in the event of any inconsistency between the terms of this Note
and the terms of the Purchase Agreement, the terms of the Indenture shall
control.

          The Notes are unsecured senior obligations of the Issuers. The
Purchase Agreement limits the aggregate principal amount at maturity of the
Notes to $1,000.00.

4.   Redemption.
     ----------

          (a)  If the Company consummates a Qualified Equity Issuance on or
          -----------------------------------------------------------------
     before the 180th day after the Issue Date, the Issuers shall be required
     ------------------------------------------------------------------------
     to redeem all of the Notes originally issued at a Redemption Price of 101%
     --------------------------------------------------------------------------
     of the Accreted Value thereof, together with accrued and unpaid interest,
     -------------------------------------------------------------------------
     if any, with the Net Cash Proceeds of such Qualified Equity Issuance.
     ---------------------------------------------------------------------

          (b)  In the event that the Issuers have not redeemed all of the Notes
in accordance with clause (a) by the 180th day after the Issue Date, the Issuers
shall be required to redeem with the Net Cash Proceeds of any Public Equity
Offering(s) all of the Notes not yet redeemed at the relevant Redemption Price
set forth under clause (c) below, together with accrued and unpaid interest, if
any, provided that the Company shall not be required to redeem any Notes
pursuant to this clause (b) at (x) any time after March 31, 2001 or (y) such
time as the Consolidated Leverage Ratio is 7.5 to 1 or lower and no Default or
Event of Default has occurred and is continuing. If the aggregate Redemption
Price of the Notes exceeds the Net Cash Proceeds of any Public Equity Offering,
the Notes to be redeemed from such Net Cash Proceeds will be selected on a pro
rata basis.

          (c)  The Notes will be redeemable, at the option of the Issuers, as a
whole or from time to time in part, on not less than 30 nor more than 60 days'
prior notice at the following Redemption Prices (expressed as percentages of
Accreted Value (on or prior to May 1, 2005) or principal amount at Maturity
(after May 1, 2005), as applicable) together with accrued interest, if any, to
the Redemption Date (subject to the right of Holders of record on the relevant
Regular Record Date to receive interest due on an Interest Payment Date that is
on or prior to the Redemption Date), if redeemed during the 12-month periods
indicated below:

                                      A-6
<PAGE>

          Issue Date to 180/th/ day after Issue Date        101.00%
          181/st/ day after Issue Date to April 30, 2002    111.00
          May 1, 2002 to April 30, 2003                     110.00
          May 1, 2003 to April 30, 2004                     109.00
          May 1, 2004 to April 30, 2005                     108.00
          May 1, 2005 to April 30, 2006                     107.00
          May 1, 2006 to April 30, 2007                     105.25
          May 1, 2007 to April 30, 2008                     103.50
          May 1, 2008 to April 30, 2009                     101.75
          May 1, 2009 until Maturity                        100.00

Notwithstanding the foregoing, the Notes shall not be redeemable during the
period commencing on the Issue Date and ending on the 180/th/ day after the
Issue Date unless all of the Notes are redeemed out of the Net Cash Proceeds of
a Qualified Equity Issuance.

          If less than all the Notes are to be redeemed, the Notes shall be
redeemed pro rata from each Holder.  Notice of Redemption will be mailed, first-
class postage prepaid, at least 30 but not more than 60 days before the
Redemption Date to each holder of Notes to be redeemed at its registered
address.  On and after the Redemption Date, original issue discount, on or prior
to May 1, 2005 and cash interest, after May 1, 2005 will cease to accrue on
Notes or portions thereof called for redemption and accepted for payment.

5.   Repurchase upon a Change in Control, Asset Sales, Non-Consummation of
     ---------------------------------------------------------------------
     Aurora Acquisition or from Excess Debt Issuance Proceeds.
     --------------------------------------------------------

          Upon the occurrence of a Change of Control, the Issuers are obligated
to make an offer to purchase all outstanding Notes at a purchase price in cash
of (i) 101% of the Accreted Value thereof as the Change in Control Purchase Date
if such a date is on or before May 1, 2005 and (ii) 101% of the principal amount
at Maturity of the Notes, thereof, plus accrued and unpaid cash interest, if
any, to the Change in Control Purchase Date if such date is after May 1, 2005.
Upon the occurrence of certain Asset Sales, the Issuers may be obligated to make
offers to purchase Notes with a portion of the Net Cash Proceeds of such Asset
Sales at a purchase price of (i) 100% of the Accreted Value of the Note thereof
as the date of purchase if such date is on or before May 1, 2005 and (ii) 100%
of the principal amount thereof, plus accrued and unpaid interest, if any, to
the date of purchase if such date is after May 1, 2005.  In the event that the
Aurora Acquisition has not been consummated by the 180/th/ day after the Issue
Date, the Issuers shall be obligated to make an offer to purchase, at a price of
101% of the Accreted Value thereof plus accrued and unpaid interest, if any,
Notes having an aggregate Accreted Value of 50% of the total Accreted Value of
the Notes then outstanding.  Upon the occurrence of Qualified Debt Issuances,
the Issuers are obligated to make offers to purchase Notes with Excess Debt
Issuance Proceeds at a purchase price of (i) 100% of the Accreted Value thereof
as of the date of purchase if such date is on or before May 1, 2005 and (ii)
100% of the principal amount at maturity thereof, plus accrued and unpaid
interest, if any, to the date of purchase if such date is after May 1, 2005.

                                      A-7
<PAGE>

6.   Denominations; Transfer; Exchange.
     ---------------------------------

          The Notes are in registered form without coupons, in denominations of
$1,000 and multiples of $1,000 in excess thereof.  A Holder may register the
transfer or exchange of Notes in accordance with the Purchase Agreement.  The
Note Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Purchase Agreement.

7.   Persons Deemed Owners.
     ---------------------

          A Holder may be treated as the owner of a Note for all purposes.

8.   Amendment; Supplement; Waiver.
     -----------------------------

          Subject to certain exceptions and conditions set forth in Section
14.04 of the Purchase Agreement, the Purchase Agreement or the Notes may be
amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount of the Notes then outstanding, and any existing
default or compliance with any provision may be waived with the consent of the
Holders of a majority in aggregate principal amount of the Notes then
outstanding.

9.   Restrictive Covenants.
     ---------------------

          The Purchase Agreement contains certain covenants, including, without
limitation, covenants with respect to the following matters:  (i) Indebtedness;
(ii) Restricted Payments; (iii) issuances and sales of Equity Interests of
Restricted Subsidiaries; (iv) transactions with Affiliates; (v) Liens; (vi)
disposition of proceeds of Asset Sales; (vii) dividend and other payment
restrictions affecting Restricted Subsidiaries; (viii) consolidation, merger,
conversion and certain transfers of assets; and (ix) investments in Unrestricted
Subsidiaries.

10.  Successor Persons.
     -----------------

          When a successor person or other entity assumes all the obligations of
its predecessor under the Notes and the Purchase Agreement, the predecessor
person or other entity will be released from those obligations.

11.  Remedies for Events of Default.
     ------------------------------

          If an Event of Default, as defined in the Purchase Agreement, occurs
and is continuing, the Holders of not less than 25% in aggregate principal
amount at maturity of the Notes then outstanding may declare all the Notes to be
immediately due and payable.  If a bankruptcy or insolvency default with respect
to an Issuer or any of its Significant Subsidiaries occurs and is continuing,
the Notes automatically become immediately due and payable.  Holders may not
enforce the Purchase Agreement or the Notes except as provided in the Purchase
Agreement.  Subject to certain limitations, Holders of at least a majority in
aggregate principal amount of the Notes then outstanding may direct the Trustee
in its exercise of any trust or power.

                                      A-8
<PAGE>

12.  Governing Law.
     -------------

          THIS NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
     EXCLUDING (TO THE EXTENT PERMISSIBLE BY LAW) ANY RULE OF LAW THAT WOULD
     CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE
     OF NEW YORK.

13.  Abbreviations.
     -------------

          Customary abbreviations may be used in the name of a Holder or an
assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors
Act).

                                      A-9
<PAGE>

          The Company will furnish to any Holder upon written request and
without charge a copy of the Purchase Agreement.  Requests may be made to:

          Nassau Broadcasting Partners, L.P.
          619 Alexander Road
          3rd Floor
          Princeton, New Jersey  08540
          Attention:  Michael S. Libretti,
                      Executive Vice President of Operations and Finance

                                     A-10
<PAGE>

                           [FORM OF TRANSFER NOTICE]

          FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.
----------------------------------

_______________________________________________________________________________

_______________________________________________________________________________
(Please print or typewrite name and address including zip code of assignee)

_______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing

_______________________________________________________________________________
attorney to transfer such Note on the books of the Issuers with full power of
substitution in the premises.

                    [THE FOLLOWING PROVISION TO BE INCLUDED
                              ON ALL CERTIFICATES
                      EXCEPT PERMANENT OFFSHORE PHYSICAL
                                 CERTIFICATES]

          In connection with any transfer of this Note occurring prior to the
date which is the earlier of the date of an effective Registration Statement or
the Resale Restriction Termination Date, the undersigned confirms that without
utilizing any general solicitation or general advertising that:

                                  [Check One]

[  ] (a)  this Note is being transferred in compliance with the exemption from
          registration under the Securities Act of 1933, as amended, provided by
          Rule 144A thereunder.

                                       or
                                       --

[  ] (b)  this Note is being transferred other than in accordance with (a) above
          and documents are being furnished which comply with the conditions of
          transfer set forth in this Note and the Purchase Agreement.

                                     A-11
<PAGE>

          If none of the foregoing boxes is checked, the Issuers shall not be
obligated to register this Note in the name of any Person other than the Holder
hereof unless and until the conditions to any such transfer of registration set
forth herein and in Section 9.01 of the Purchase Agreement shall have been
satisfied.


Date:_________________              ____________________________________

                                    NOTICE:  The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of the within-mentioned
                                    instrument in every particular, without
                                    alteration or any change whatsoever.


Signature Guarantee:_____________________________

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

          Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Issuers, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Note
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.

          The undersigned represents and warrants that it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Issuers as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

Dated:____________________          ___________________________________

                                    NOTICE: To be executed by an executive
                                            officer

                                     A-12
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Note purchased in its entirety by
the Issuers pursuant to Section 7.08, 7.09, 7.10 or 7.11 of the Purchase
Agreement, check the box:

          If you want to elect to have only a part of the principal amount of
this Note purchased by the Issuers pursuant to Section 7.08, 7.09, 7.10 or 7.11
of the Purchase Agreement, state the portion of such amount: $_______________.

Dated:                Your Signature: _______________________________________
                      (Sign exactly as name appears on the other side of this
                      Note)

Signature Guarantee:

                      (Signature must be guaranteed by a financial institution
                      that is a member of the Securities Transfer Agent
                      Medallion Program ("STAMP"), the Stock Exchange Medallion
                                          -----
                      Program ("SEMP"), the New York Stock Exchange, Inc.
                                ----
                      Medallion Signature Program ("MSP") or such other
                                                    ---
                      signature guarantee program as may be determined by the
                      Security Registrar in addition to, or in substitution for,
                      STAMP, SEMP or MSP, all in accordance with the Securities
                      Exchange Act of 1934, as amended.)

                                     A-13