Exhibit 10.01


EXECUTION
COPY


 


ASSET
PURCHASE AGREEMENT


among


CBS
RADIO STATIONS INC.

TEXAS CBS RADIO L.P.

CBS RADIO INC. OF ILLINOIS


and


ENTERCOM
COMMUNICATIONS CORP.


 















 


TABLE OF
CONTENTS


	
  

  	
   

  	
  Page

  
	
  ARTICLE I ASSETS TO BE CONVEYED

  	
  2

  
	
   

  	
   

  
	
  1.1

  	
  Station Assets

  	
  2

  
	
  1.2

  	
  Excluded Assets

  	
  3

  
	
  1.3

  	
  Assumption of Obligations

  	
  5

  
	
  1.4

  	
  Retained Liabilities

  	
  5

  
	
  1.5

  	
  Purchase Price

  	
  5

  
	
  1.6

  	
  Closing

  	
  5

  
	
  1.7

  	
  General Proration

  	
  6

  
	
  1.8

  	
  Effect of Local Marketing Agreement

  	
  8

  
	
  1.9

  	
  Allocation

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER

  	
  9

  
	
   

  	
   

  
	
  2.1

  	
  Existence and Power

  	
  9

  
	
  2.2

  	
  Corporate Authorization

  	
  9

  
	
  2.3

  	
  Governmental Authorization

  	
  10

  
	
  2.4

  	
  Noncontravention

  	
  10

  
	
  2.5

  	
  Absence of Litigation

  	
  10

  
	
  2.6

  	
  Financial Statements

  	
  10

  
	
  2.7

  	
  FCC Licenses

  	
  10

  
	
  2.8

  	
  Tangible Personal Property

  	
  11

  
	
  2.9

  	
  Station Contracts

  	
  11

  
	
  2.10

  	
  Intangible Property

  	
  11

  
	
  2.11

  	
  Real Property

  	
  11

  
	
  2.12

  	
  Environmental

  	
  12

  
	
  2.13

  	
  Employee Information

  	
  12

  
	
  2.14

  	
  Compliance with Laws

  	
  13

  
	
  2.15

  	
  Taxes

  	
  13

  
	
  2.16

  	
  Sufficiency and Title to Station Assets

  	
  13

  
	
  2.17

  	
  No Finder

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE III REPRESENTATIONS AND WARRANTIES OF BUYER

  	
  13

  
	
   

  	
   

  
	
  3.1

  	
  Existence

  	
  13

  
	
  3.2

  	
  Corporate Authorization and Power

  	
  13

  
	
  3.3

  	
  Governmental Authorization

  	
  14

  
	
  3.4

  	
  Noncontravention

  	
  14

  
	
  3.5

  	
  Absence of Litigation

  	
  14

  
	
  3.6

  	
  FCC Qualifications

  	
  14

  
	
  3.7

  	
  Financing

  	
  14

  
	
  3.8

  	
  No Finder

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV COVENANTS

  	
  15

  
	
   

  	
   

  
	
  4.1

  	
  Governmental Approvals

  	
  15

  
	
  4.2

  	
  Conduct of Business

  	
  16

  
	
  4.3

  	
  Access to Information; Inspections; Confidentiality;
  Publicity

  	
  18

  
	
  4.4

  	
  Risk of Loss

  	
  19

  
	
  4.5

  	
  Consents to Assignment; Estoppel Certificates

  	
  20

  
	
  4.6

  	
  Notification

  	
  20

  



 



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  4.7

  	
  Employee Matters

  	
  20

  
	
  4.8

  	
  Title Insurance; Surveys

  	
  22

  
	
  4.9

  	
  Environmental

  	
  23

  
	
  4.10

  	
  Further Assurances

  	
  23

  
	
  4.11

  	
  Public Filings

  	
  24

  
	
  4.12

  	
  No Solicitation

  	
  24

  
	
  4.13

  	
  Station KJCE

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE V CONDITIONS PRECEDENT

  	
  24

  
	
   

  	
   

  
	
  5.1

  	
  To Buyer’s Obligations

  	
  24

  
	
  5.2

  	
  To Seller’s Obligations

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI DOCUMENTS TO BE DELIVERED AT THE CLOSING

  	
  27

  
	
   

  	
   

  
	
  6.1

  	
  Documents to be Delivered by Both Parties

  	
  27

  
	
  6.2

  	
  Documents to be Delivered by Seller

  	
  27

  
	
  6.3

  	
  Documents to be Delivered by Buyer

  	
  27

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII SURVIVAL; INDEMNIFICATION

  	
  28

  
	
   

  	
   

  
	
  7.1

  	
  Survival

  	
  28

  
	
  7.2

  	
  Indemnification

  	
  28

  
	
  7.3

  	
  Procedures

  	
  29

  
	
  7.4

  	
  Computation of Indemnifiable Losses

  	
  29

  
	
  7.5

  	
  Sole Remedy

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII TERMINATION RIGHTS

  	
  30

  
	
   

  	
   

  
	
  8.1

  	
  Termination

  	
  30

  
	
  8.2

  	
  Effect of Termination

  	
  31

  
	
  8.3

  	
  Specific Performance

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX TAX MATTERS

  	
  32

  
	
   

  	
   

  
	
  9.1

  	
  Bulk Sales

  	
  32

  
	
  9.2

  	
  Transfer Taxes

  	
  32

  
	
  9.3

  	
  Taxpayer Identification Numbers

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE X OTHER PROVISIONS

  	
  32

  
	
   

  	
   

  
	
  10.1

  	
  Expenses

  	
  32

  
	
  10.2

  	
  Benefit and Assignment

  	
  32

  
	
  10.3

  	
  No Third Party Beneficiaries

  	
  33

  
	
  10.4

  	
  Entire Agreement; Waiver; Amendment

  	
  33

  
	
  10.5

  	
  Headings

  	
  33

  
	
  10.6

  	
  Computation of Time

  	
  33

  
	
  10.7

  	
  Governing Law; Waiver of Jury Trial

  	
  33

  
	
  10.8

  	
  Construction

  	
  34

  
	
  10.9

  	
  Notices

  	
  34

  
	
  10.10

  	
  Severability

  	
  35

  
	
  10.11

  	
  Counterparts

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI DEFINITIONS

  	
  35

  
	
   

  	
   

  
	
  11.1

  	
  Defined Terms

  	
  35

  
	
  11.2

  	
  Terms Generally

  	
  41

  



 



 ii















ASSET PURCHASE AGREEMENT


This ASSET PURCHASE AGREEMENT, made as of the 18th day of August, 2006, is among CBS Radio
Stations Inc., a Delaware corporation (“CBS Radio”),
Texas CBS Radio L.P., a Delaware limited partnership (“Texas CBS
Radio”), and CBS Radio Inc. of Illinois, a Delaware corporation (“Illinois CBS Radio”, and collectively with CBS Radio and
Texas CBS Radio, “Seller”), and
Entercom Communications Corp., a Pennsylvania corporation (“Buyer”).


RECITALS


Seller is the licensee of and operates the following
radio broadcast stations (each a “Station,” and collectively, the “Stations”),
pursuant to licenses issued by the Federal Communications Commission
(the “FCC”):


KAMX(FM), Luling, Texas
(Facility ID No. 48651)


KJCE(AM), Rollingwood,
Texas (Facility ID No. 1243)


KKMJ-FM, Austin, Texas
(Facility ID No. 66489)


KXBT(FM), Taylor, Texas
(Facility ID No. 63201)


WMC(AM), Memphis,
Tennessee (Facility ID No. 19185)


WMC-FM, Memphis,
Tennessee (Facility ID No. 59449)


WMFS(FM), Bartlett,
Tennessee (Facility ID No. 4653)


WAQZ(FM), Ft. Thomas,
Kentucky (Facility ID No. 40915)


WGRR(FM), Hamilton, Ohio
(Facility ID No. 72126)


WKRQ(FM), Cincinnati,
Ohio (Facility ID No. 11276)


WUBE-FM, Cincinnati, Ohio
(Facility ID No. 10140)


Seller and Buyer have agreed that Seller will sell and
Buyer will acquire substantially all of the assets of the Stations on the terms
and subject to the conditions set forth in this Agreement, including the FCC’s
consent to the assignment of the FCC Licenses (as defined below) to Buyer.  Definitions of certain capitalized terms used
in this Agreement are set forth in Article XI.


Seller and Buyer are,
simultaneously with the execution and delivery of this Agreement, entering into
a Local Marketing Agreement for the Stations (the “Local
Marketing Agreement”), pursuant to which, commencing on the LMA
Commencement Date (as defined below), Buyer shall provide programming on the
Stations pursuant to the terms and conditions contained therein, pending the
Closing of the transactions contemplated by this Agreement.


















NOW, THEREFORE, in consideration of the foregoing
premises and the mutual covenants and agreements hereinafter set forth, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


ARTICLE I

ASSETS TO BE CONVEYED


1.1          Station Assets.  Pursuant to the terms and subject to the
conditions of this Agreement, at the Closing, Seller shall sell, assign,
transfer and convey to Buyer, and Buyer shall purchase from Seller, all of
Seller’s right, title and interest in, to and under all of the assets,
properties, interests and rights of Seller of whatsoever kind and nature, real
and personal, tangible and intangible, which are used or held for use in the
operation of the Stations, but excluding the Excluded Assets as hereinafter
defined.  Except as provided in Section 1.2, the Station
Assets include the following:


(a)           all licenses, permits
and other authorizations issued to Seller by the FCC with respect to the
Stations, including those described on Schedule 1.1(a), and including any pending applications for
or renewals or modifications thereof between the date hereof and the Closing
(the “FCC
Licenses”);


(b)           all equipment,
electrical devices, antennas, cables, tools, hardware, office furniture and
fixtures, office materials and supplies, inventory, motor vehicles,
spare parts and other tangible personal property of every kind and description,
used or held for use in the operation of the Stations, except any retirements
or dispositions of Tangible Personal Property made between the date hereof and
Closing in the ordinary course of business and consistent with Section 4.2 (the “Tangible Personal Property”);


(c)           all contracts,
agreements, leases and licenses used in the operation of the Stations (except
agreements with Station Employees to the extent such agreements are
subsequently excluded pursuant to Section 4.7)
that (i) are listed on Schedule 1.1(c), except to the extent otherwise
indicated on such Schedule, (ii) were entered into in the ordinary course of
business and are reflected on the Reference Financial Statements, provided that
such contracts do not require Buyer to make annual payments of more than
$250,000 per market in the aggregate, (iii) were entered into in the ordinary
course of business and relate to marketing, promotions or contests, or (iv)
were or are made between June 30, 2006 and Closing in the ordinary course of business
consistent with Section 4.2 (collectively,
the “Station Contracts”);


(d)           to the extent
transferable, all of Seller’s rights in and to the Stations’ call letters,
registered and unregistered trademarks and associated goodwill, trade names,
service marks, copyrights, jingles, logos, slogans, Internet domain names,
Internet URLs, Internet web sites, content and databases, computer software,
programs and programming material and other intangible property rights and
interests applied for, issued to or owned by Seller that are used primarily in
the operation of the Stations, including those listed on Schedule 1.1(d)
(the “Intangible
Property”);



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(e)           all files,
documents, records and books of account (or copies thereof) relating primarily
to the operation of the Stations, including the Stations’ public inspection
files, programming information and studies, blueprints, technical information
and engineering data, advertising studies, marketing and demographic data,
sales correspondence, lists of advertisers, credit and sales reports, and logs
but excluding any such documents relating to Excluded Assets (as defined
below); and


(f)            all interests in
real property, including any leases or licenses to occupy, used or held for use
in the operation of the Stations described on Schedule 1.1(f) (the “Real
Property”).


The assets to be transferred to Buyer hereunder are collectively
referred to herein as the “Station Assets.”  The Station
Assets shall be delivered as is, where is, without any representation or
warranty by Seller except as expressly set forth in this Agreement, and Buyer
acknowledges that it has not relied on or been induced to enter into this
Agreement by any representation or warranty other than those expressly set
forth in this Agreement.  The Station
Assets shall be transferred to Buyer free and clear of liens, mortgages,
pledges, security interests, claims and encumbrances (“Liens”) except
for Permitted Liens, if any, and except as otherwise expressly provided in this
Agreement.


1.2          Excluded Assets.  Notwithstanding anything to the contrary
contained herein, Buyer expressly acknowledges and agrees that the following
assets and properties of Seller (the “Excluded Assets”) shall not be acquired by Buyer and
are excluded from the Station Assets:


(a)           Seller’s books and
records pertaining to the corporate organization, existence or capitalization
of Seller;


(b)           all cash, cash
equivalents, or similar type investments of Seller, such as certificates of
deposit, treasury bills, marketable securities, asset or money market accounts
or similar accounts or investments;


(c)           (i) all accounts
receivable existing at the earlier of (A) the date the term of the Local
Marketing Agreement commences (the “LMA Commencement Date”)
or (B) the Effective Time, and (ii) notes receivable, promissory notes or
amounts due from employees;


(d)           intercompany
accounts receivable and accounts payable;


(e)           all insurance
policies or any proceeds payable thereunder, except as otherwise contemplated
by Section 4.4;


(f)            all pension, profit
sharing or cash or deferred (Section 401(k)) plans and trusts and the assets
thereof and any other employee benefit plan or arrangement;


(g)           all interest in and
to refunds of Taxes relating to all periods prior to the Effective Time;



 3
 






 



(h)           all tangible and
intangible personal property disposed of or consumed between the date of this
Agreement and the Closing Date, as permitted under this Agreement;


(i)            all rights to the
CBS Eye Design and the names “CBS” and “CBS Radio” and logos or variations
thereof, including trademarks, trade names and domain names, and all goodwill
associated therewith;


(j)            all rights to marks
not currently but previously used in the operation of the Stations, where such
use has been abandoned by the Stations, and
all goodwill associated therewith;


(k)           (i) all rights to
marks identified on Schedule 1.2(k) and all goodwill associated
therewith and (ii) all rights to marks used in the operation of the Stations
and in connection with the operation of another station or business of Seller
or any of its Affiliates other than or in addition to the Stations and all
goodwill associated with such marks; provided that, in each case, Seller or one
of its Affiliates shall grant Buyer, at Buyer’s request, the right, assignable
in connection with an assignment of the Stations, to continue to use such mark
royalty-free in the manner used by Seller at the applicable Station on a basis
exclusive in the Nielsen Television Designated Market Area in which the
Stations are located so long as Buyer uses such mark, but non-exclusive in that
no right is granted to Buyer hereunder with respect to other markets (some of
which may overlap), and such right is limited to the extent of Seller’s rights;


(l)            the Oracle
Financial System and Infinium payroll system used by Seller and its Affiliates,
whether in hard copy, stored on a computer, disk or otherwise;


(m)          (i) Group Contracts,
except to the extent that Schedule 1.1(c) specifically provides for the
partial assignment and assumption of any such Group Contract and (ii) agreements
relating to the employment of Station Employees that do not become Transferred
Employees as provided in Section 4.7;


(n)           any asset or
property which is used or held for use by Seller or an Affiliate of Seller not
located at the Stations’ offices in Austin, Texas, Memphis, Tennessee or
Cincinnati, Ohio or the Stations’ transmitter sites and not used primarily in
the operation of the Stations;


(o)           all ASCAP, BMI and
SESAC licenses;


(p)           all items of
personal property owned by personnel at the Stations;


(q)           any cause of action
or claim relating to any event or occurrence prior to the Effective Time;


(r)            all rights of
Seller under this Agreement or the transactions contemplated hereby; and


(s)           the contracts
identified on Schedule 1.2(s).



 4
 






 



1.3          Assumption of Obligations.  At the Closing, Buyer shall assume and agrees
to pay, discharge and perform the following (collectively, the “Assumed Obligations”):


(a)           all liabilities,
obligations and commitments of Seller under the Station Contracts to the extent
they accrue or relate to any period at or after the Effective Time;


(b)           all liabilities,
obligations and commitments relating to Transferred Employees as provided for
in Section 4.7;


(c)           any current
liability of Seller to the extent Buyer has received a credit under Section 1.7; and


(d)           all liabilities and
obligations relating to the Station Assets arising out of Environmental Laws at
or after the Effective Time, except to the extent that Seller has undertaken to
remediate an Environmental Condition under Section
4.9 (Environmental) or is obligated under Section 7.2(a) (Indemnification) to indemnify Buyer for Losses
arising out of or resulting from Seller’s breach of any representation or
warranty in Section 2.12
(Environmental).


1.4          Retained Liabilities.  Unless otherwise required
pursuant to the Local Marketing Agreement, Buyer does not assume or
agree to discharge or perform and will not be deemed by reason of the execution
and delivery of this Agreement or any agreement, instrument or documents
delivered pursuant to or in connection with this Agreement or otherwise by
reason of the consummation of the transactions contemplated hereby, to have
assumed or to have agreed to discharge or perform, any liabilities, obligations
or commitments of Seller of any nature whatsoever whether accrued, absolute,
contingent or otherwise, other than the Assumed Obligations (the “Retained Liabilities”).


1.5          Purchase Price.  In
consideration for the sale of the Station Assets, Buyer shall, at the Closing,
in addition to assuming the Assumed Obligations, pay to Seller the sum of
$220,000,000 (the “Purchase Price”) by wire transfer
of immediately available federal funds pursuant to wire instructions that
Seller shall provide to Buyer.


1.6          Closing.  Subject to Section 8.1 hereof and except as otherwise mutually agreed
upon by Seller and Buyer, the consummation of the sale and purchase of the
Station Assets and the assumption of the Assumed Obligations hereunder (the “Closing”) shall take place (by electronic exchange of the
documents to be delivered at the Closing) on the later of (a) five Business
Days after the day that the FCC Consent becomes effective and (b) the date on
which each of the other conditions to Closing set forth in Article V
has been satisfied or waived (other than those conditions that by their nature
are to be satisfied at the Closing, but subject to the satisfaction or waiver
of those conditions at such time). 
Alternatively, the Closing may take place at such other place, time or
date as the parties may mutually agree in writing.  The date on which the Closing is to occur is
referred to herein as the “Closing Date.”  The effective time of the Closing shall be
12:01 a.m., local Station time, on the Closing Date (the “Effective
Time”).



 5
 






 



1.7          General Proration.


(a)           Except
as provided in the Local Marketing Agreement, all Station Assets that would be
classified as assets in accordance with GAAP, and all Assumed Obligations that
would be classified as liabilities in accordance with GAAP (including accrued
but unpaid commissions, but excluding equity non-cash compensation), shall be
prorated between Buyer and Seller as of the Effective Time, including by taking
into account the elapsed time or consumption of an asset during the month in
which the Effective Time occurs (respectively, the “Prorated Station Assets”
and the “Prorated Assumed Obligations”).  Except as provided in the Local Marketing
Agreement, such Prorated Station Assets and Prorated Assumed Obligations
relating to the period prior to the Effective Time shall be for the account of
Seller and those relating to the period on or after the Effective Time for the
account of Buyer and shall be prorated accordingly.


(b)           Except
as provided in the Local Marketing Agreement, such prorations shall include all
ad valorem and other property taxes, utility expenses, liabilities and
obligations under Station Contracts, rents and similar prepaid and deferred
items and all other expenses and obligations, such as accrued but unpaid
commissions, deferred revenue and prepayments, attributable to the ownership
and operation of the Stations that straddle the period before and after the
Effective Time.  If such amounts were
prepaid by Seller prior to the Effective Time and Buyer will receive a benefit
after the Effective Time, then Seller shall receive a credit for such
amounts.  If Seller was entitled to
receive a benefit prior to the Effective Time and such amounts will be paid by
Buyer after the Effective Time, Buyer will receive a credit for such amounts.  To the extent not known, real estate and
personal property taxes shall be apportioned on the basis of Taxes assessed for
the preceding year, with a reapportionment as soon as the new tax rate and
valuation can be ascertained even if such is ascertained after the Settlement
Statement is so determined. 
Notwithstanding anything in this Section
1.7 to the contrary, there shall be no proration under this Section 1.7 for Tradeout Agreements.


(c)           Accrued
vacation liabilities for Transferred Employees shall be included in the
prorations, but there shall be no proration under this Section 1.7 for sick leave for Transferred
Employees.


(d)           Within
45 days after the Closing Date,
Buyer shall prepare and deliver to Seller a proposed pro rata adjustment of
assets and liabilities in the manner described in Section 1.7(a) and Section
1.7(b), for the Stations, as of the Effective Time (the “Settlement
Statement”) setting
forth the Prorated Assumed Obligations and the Prorated Station Assets together
with a schedule setting forth, in reasonable detail, the components thereof.


(e)           During
the 30-day period following the receipt of the Settlement Statement (i) Seller
and its independent auditors, if any, shall be permitted to review and make
copies reasonably required of (A) the financial statements of Buyer relating to
the Settlement Statement; (B) the working papers of Buyer and its independent
auditors, if any, relating to the Settlement Statement; (C) the books and
records of Buyer relating to the Settlement Statement; and (D) any supporting
schedules, analyses and other documentation relating to the Settlement
Statement and (ii) Buyer shall provide reasonable access, upon reasonable
advance notice and during normal business hours, to such employees of Seller
and its independent auditors, if any, as



 6
 






 



Seller reasonably believes is necessary or desirable
in connection with its review of the Settlement Statement.


(f)            The
Settlement Statement shall become final and binding upon the parties on the
30th day following delivery thereof, unless Seller gives written notice of its
disagreement with the Settlement Statement (the “Notice of Disagreement”) to Buyer prior to such date.  The Notice of Disagreement shall specify in
reasonable detail the nature of any disagreement so asserted.  If a Notice of Disagreement is given to Buyer
in the period specified, then the Settlement Statement (as revised in
accordance with clause (i) or (ii) below) shall become final and binding upon
the parties on the earlier of (i) the date Buyer and Seller resolve in writing
any differences they have with respect to the matters specified in the Notice
of Disagreement or (ii) the date any disputed matters are finally resolved in
writing by the Accounting Firm.


(g)           Within
10 Business Days after the Settlement Statement becomes final and binding upon
the parties, (i) Buyer shall be required to pay to Seller the amount, if any,
by which the Prorated Station Assets exceeds the Prorated Assumed Obligations
or (ii) Seller shall be required to pay to Buyer the amount, if any, by which
the Prorated Assumed Obligations exceeds the Prorated Station Assets.  All payments made pursuant to this Section 1.7(g) must be made via wire
transfer in immediately available funds to an account designated by the
recipient party, together with interest thereon at the prime rate (as reported
by The Wall Street Journal or, if
not reported thereby, by another authoritative source) as in effect from time
to time from the Effective Time to the date of actual payment.


(h)           Notwithstanding
the foregoing, in the event that Seller delivers a Notice of Disagreement,
Seller or Buyer shall be required to make a payment of any undisputed amount to
the other regardless of the resolution of the items contained in the Notice of
Disagreement, and Seller or Buyer, as applicable, shall within 10 Business Days
of the receipt of the Notice of Disagreement make payment to the other by wire
transfer in immediately available funds of such undisputed amount owed by
Seller or Buyer to the other, as the case may be, pending resolution of the
Notice of Disagreement together with interest thereon, calculated as described
above.


(i)            During
the 30-day period following the delivery of a Notice of Disagreement to Buyer
that complies with the preceding paragraphs, Buyer and Seller shall seek in
good faith to resolve in writing any differences they may have with respect to
the matters specified in the Notice of Disagreement. During such period:  (i) Buyer and its independent auditors, if
any, at Buyer’s sole cost and expense, shall be, and Seller and its independent
auditors, if any, at Seller’s sole cost and expense, shall be, in each case
permitted to review and make copies reasonably required of: (A) the financial
statements of the Seller, in the case of Buyer, and Buyer, in the case of
Seller, relating to the Notice of Disagreement; (B) the working papers of
Seller, in the case of Buyer, and Buyer, in the case of Seller, and such other
party’s auditors, if any, relating to the Notice of Disagreement; (C) the books
and records of Seller, in the case of Buyer, and Buyer, in the case of Seller,
relating to the Notice of Disagreement; and (D) any supporting schedules,
analyses and documentation relating to the Notice of Disagreement; and (ii)
Seller, in the case of Buyer, and Buyer, in the case of Seller, shall provide reasonable
access, upon reasonable advance notice and during normal business hours, to
such



 7
 






 



employees of such other party and such other party’s
independent auditors, if any, as such first party reasonably believes is
necessary or desirable in connection with its review of the Notice of
Disagreement.


(j)            If,
at the end of such 30-day period, Buyer and Seller have not resolved such
differences, Buyer and Seller shall submit to the Accounting Firm for review
and resolution any and all matters that remain in dispute and that were
properly included in the Notice of Disagreement. Within 60 days after selection
of the Accounting Firm, Buyer and Seller shall submit their respective
positions to the Accounting Firm, in writing, together with any other materials
relied upon in support of their respective positions.  Buyer and Seller shall use commercially
reasonable efforts to cause the Accounting Firm to render a decision resolving
the matters in dispute within 30 days following the submission of such
materials to the Accounting Firm.  Buyer
and Seller agree that judgment may be entered upon the determination of the
Accounting Firm in any court having jurisdiction over the party against which
such determination is to be enforced. 
Except as specified in the following sentence, the cost of any
arbitration (including the fees and expenses of the Accounting Firm) pursuant
to this Section  1.7 shall be borne by Buyer and Seller in
inverse proportion as they may prevail on matters resolved by the Accounting
Firm, which proportional allocations shall also be determined by the Accounting
Firm at the time the determination of the Accounting Firm is rendered on the
matters submitted.  The fees and expenses
(if any) of Buyer’s independent auditors and attorneys incurred in connection
with the review of the Notice of Disagreement shall be borne by Buyer, and the
fees and expenses (if any) of Seller’s independent auditors and attorneys
incurred in connection with their review of the Settlement Statement shall be
borne by Seller.


1.8          Effect of Local Marketing Agreement.  Simultaneously with the execution of this
Agreement, Seller and Buyer are executing and delivering the Local Marketing
Agreement.  To the extent that any
Station Assets are assigned, any Assumed Obligations are assumed or assets and
liabilities are prorated under the Local Marketing Agreement, any obligation of
the Seller under this Agreement to assign such Station Assets, of the Buyer to
assume such Assumed Obligations or of the parties to prorate such Station Assets
and Assumed Obligations, shall be deemed satisfied.  Notwithstanding anything contained herein to
the contrary, Seller shall not be deemed to have breached any of its
representations, warranties, covenants or agreements contained herein or to
have failed to satisfy any condition precedent to Buyer’s obligation to perform
under this Agreement (nor shall Seller have any liability or responsibility to
Buyer in respect of any such representations, warranties, covenants, agreements
or conditions precedent), in each case to the extent that the inaccuracy of any
such representations, the breach of any such warranty, covenant or agreement or
the inability to satisfy any such condition precedent arises out of or
otherwise relates to (a) any actions taken by or under the authorization of
Buyer or its Affiliates (or any of their respective officers, directors,
employees, agents or representatives) in connection with Buyer’s performance of
its obligations under the Local Marketing Agreement or (b) the failure of Buyer
to perform any of its obligations under the Local Marketing Agreement.  Buyer acknowledges and agrees that Seller
shall not be deemed responsible for or have authorized or consented to any
action or failure to act on the part of Buyer or its Affiliates (or any of
their respective officers, directors, employees, agents or representatives) in
connection with the Local Marketing Agreement solely by reason of the fact that
prior to Closing, Seller shall have the legal right to control, manage, and
supervise the operation of the Stations and the conduct of the business, except
to the extent Seller actually



 8
 






 



exercises control, management or supervision of the
operation of the Stations or the conduct of the business.


1.9          Allocation. Seller
and Buyer will each allocate the Purchase Price in accordance with the
respective fair market values of the Station Assets being purchased and sold,
as determined by an appraisal (the “Appraisal”) to
be performed by Bond & Pecaro, and in accordance with the requirements of
Section 1060 of the Code, and shall each file its federal income tax returns
and its other Tax Returns reflecting such allocation; provided, however that
nothing contained herein shall prevent Buyer or Seller from settling any
proposed deficiency or adjustment by any Tax authority based on or arising out
of such allocation, and neither Buyer nor Seller shall be required to litigate
before any court any proposed deficiency or adjustment by any Tax authority
challenging such allocation.  Bond &
Pecaro shall be jointly retained by Buyer and Seller to perform the Appraisal,
and the cost of the Appraisal shall be borne equally by each.


ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SELLER


Seller represents and warrants to Buyer as follows:


2.1          Existence and Power.  Each of CBS Radio and
Illinois CBS Radio is a corporation
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization.  Texas
CBS Radio is a limited partnership duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization.  Seller is qualified to do business and is in
good standing in each jurisdiction where such qualification is necessary.  Seller has the requisite corporate or limited
partnership power and authority, as the case may be, to own and operate the
Stations as currently operated.


2.2          Corporate Authorization.


(a)           The execution and delivery by Seller of this Agreement and
all of the other agreements, certificates and instruments to be executed and
delivered by Seller pursuant hereto or in connection with the transactions
contemplated hereby (the “Seller Ancillary Agreements”), the performance by Seller of its
obligations hereunder and thereunder and the consummation by Seller of the
transactions contemplated hereby and thereby are within Seller’s corporate or
limited partnership powers, as the case may be, and have been duly authorized
by all requisite corporate or limited partnership action, as the case may be,
on the part of Seller.


(b)           This Agreement has been, and each Seller Ancillary
Agreement will be, duly executed and delivered by Seller.  This Agreement (assuming due authorization,
execution and delivery by Buyer) constitutes, and each Seller Ancillary
Agreement will constitute when executed and delivered by Seller, the legal,
valid and binding obligation of Seller, enforceable against Seller in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar Laws affecting or relating to enforcement of
creditors’ rights generally and general principles of equity (regardless of
whether enforcement is considered in a proceeding at law or in equity).



 9















2.3          Governmental Authorization.  The execution, delivery and performance by Seller of this Agreement and
each Seller Ancillary Agreement and the consummation of the transactions
contemplated hereby and thereby require no material action by or in respect of,
or material filing with or notification to, any Governmental Authority other
than (a) compliance with any applicable requirements of the HSRA and (b) the
FCC.


2.4          Noncontravention.  Except
as disclosed on Schedule 2.4, the execution, delivery and performance of
this Agreement and each Seller Ancillary Agreement by Seller and the
consummation of the transactions contemplated hereby and thereby do not and
will not (a) violate or conflict with the organizational documents of Seller;
(b) assuming compliance with the matters referred to in Section 2.3, conflict with or
violate any Law or Governmental Order applicable to Seller; (c) require any
consent or other action by or notification to any Person under, constitute a
default under, give to any Person any rights of termination, amendment,
acceleration or cancellation of any right or obligation of Seller under, any
provision of (i) any Station Contract other than Real Property Leases or (ii)
any Real Property Lease; or (d) result in the creation or imposition of any
Lien on any of the Station Assets, except for Permitted Liens, except, in the
case of clauses (b), (c)(i) and (d), for any such violations, consents,
actions, defaults, rights or losses as would not have a Seller Material Adverse
Effect.


2.5          Absence of Litigation. There is
no Action pending or, to Seller’s knowledge, threatened against Seller (a) that
in any manner challenges or seeks to prevent, enjoin, alter or delay materially
the transactions contemplated by this Agreement or (b) that, if adversely
determined, would reasonably be expected to have a Seller Material Adverse
Effect, unless all liability that may result from such adverse determination is
a Retained Liability.


2.6          Financial Statements.  The unaudited results of operations of the
Stations for calendar years 2003, 2004 and 2005 and the first six
months of calendar year 2006 included at Schedule 2.6 (the “Reference
Financial Statements”) are derived from the books and records
of the Stations and were prepared in accordance with the internal accounting
policies of CBS Radio Inc. and CBS Corporation, as applicable to financial
reporting at the radio station level. 
The Reference Financial Statements present fairly, in all material
respects, the results of operations of the Stations for the periods then ended
consistent with the internal accounting policies of CBS Radio Inc. and CBS
Corporation, as applicable to financial reporting at the radio station
level.  During the period from June 30,
2006 to the date hereof, inclusive, there has been no change in the financial
condition or the results of operations of the Stations and no event has
occurred which has had or would reasonably be expected to have a Seller
Material Adverse Effect.


2.7          FCC Licenses.


(a)           Seller has made available to Buyer true, correct and
complete copies of the FCC Licenses, including any and all amendments and
modifications thereto.  The FCC Licenses
were validly issued by the FCC, are validly held by Seller and are in full
force and effect.  The FCC Licenses are
not subject to any condition except for those conditions that appear on the
face of the FCC Licenses, those conditions applicable to radio broadcast
licenses generally or those conditions disclosed in Schedule 2.7(a).  The FCC Licenses listed on Schedule 1.1(a)
constitute all authorizations issued by the FCC necessary for the operation of
the Stations



 10
 








as currently conducted by Seller, except for
immaterial licenses ancillary to the operation of the Stations.


(b)           Except as otherwise set forth on Schedule 2.7(b),
the FCC Licenses for each Station have been issued or renewed for the full
terms customarily issued to radio broadcast stations licensed to the state in
which the Station’s community of license is located.  Except as set forth on Schedule 2.7(b),
Seller has no applications pending before the FCC relating to the operation of
the Stations.


(c)           Except as set forth on Schedule 2.7(c), Seller has operated the Stations in
compliance with the Communications Act of 1934, as amended (the “Communications
Act”) and the FCC Licenses, has filed or made all
applications, reports and other disclosures required by the FCC to be made in
respect of the Stations and has timely paid all FCC regulatory fees in respect
thereof, except where the failure to do so could not, individually or in the
aggregate, reasonably be expected to have a Seller Material Adverse Effect.


(d)           Except as set forth on Schedule 2.7(d), to the knowledge of Seller after due
inquiry by its FCC counsel and consultation by Seller with such counsel, there
are no petitions, complaints, orders to show cause, notices of violation,
notices of apparent liability, notices of forfeiture, proceedings or other
actions pending or threatened before the FCC relating to the Stations that
would reasonably be expected to have an adverse effect on the operation of the
Stations, other than proceedings affecting the radio broadcast industry
generally.


2.8          Tangible Personal Property.  Except as disclosed on Schedule
2.8(a), Seller has title to the Tangible Personal Property free and clear of
Liens other than Permitted Liens.  Except
as disclosed on Schedule 2.8(b), the Tangible Personal Property is in
normal operating condition, ordinary wear and tear excepted.


2.9          Station Contracts.
Each of the Station Contracts (including
each of the Real Property Leases) is in effect and
is binding upon Seller and, to Seller’s knowledge, the other parties thereto
(subject to bankruptcy, insolvency, reorganization or other similar laws
relating to or affecting the enforcement of creditors’ rights generally).  Seller is not in material default under any
Station Contract, and, to Seller’s knowledge, no other party to any of the
Station Contracts is in default thereunder in any material respect.  Except as otherwise set forth on Schedule
1.1(c), Seller has provided to Buyer
prior to the date of this Agreement true and complete copies of all material
Station Contracts (including each Real Property Lease).


2.10        Intangible Property.  Schedule 1.1(d)
contains a description of the call letters of the Stations and all owned and
registered Intangible Property.  Except
as set forth on Schedule 2.10, Seller has received no notice of any
claim that its use of any material Intangible Property infringes upon or
conflicts with any third party rights. 
Seller owns or has the right to use the Intangible Property free and
clear of Liens other than Permitted Liens.


2.11        Real Property.  The Seller entity set forth
on Schedule 1.1(f) has fee simple title to the owned Real Property
identified on Schedule 1.1(f) (the “Owned Real Property”)
free and clear of Liens other than Permitted Liens.  Schedule 1.1(f) includes a list of
each lease, sublease, license or similar agreement pertaining to the Real
Property (the “Real



 11
 








Property Leases”).  Seller has good and valid
leasehold interest in the Real Property conveyed by the Real Property Leases
(the “Leased Real Property”) or has a valid
license to occupy the Leased Real Property. 
The Owned Real Property includes, and the Real Property Leases provide,
sufficient access to the Stations’ facilities. 
To Seller’s knowledge, the Real Property is not subject to any suit for
condemnation or other taking by any public authority.  Seller has received no notice of default
under or termination of any Real Property Leases, and Seller has no knowledge of
any default under any Real Property Lease. 
Seller has delivered to Buyer true and correct copies of the Real
Property Leases together with all amendments thereto.  Except as set forth on Schedule 1.1(c)
or Schedule 1.1(f), Seller has not granted any oral or written right to
any Person (other than Seller) to lease, sublease, license or otherwise occupy
any of the Real Property.  Except as set
forth on Schedule 2.11, Seller has no knowledge of any violations of
zoning laws or any encroachments with respect to the Owned Real Property, or
the property leased for the WMC AM/FM transmitter site (the “WMC Transmitter Site”) or the property leased for the
KJCE-AM transmitter site (the “KJCE Transmitter Site”),
either onto such Real Property by third parties, or by the Station Assets onto
the property of others, for which there is not a valid easement or license.


2.12        Environmental.  Except as set forth on Schedule 2.12,
to Seller’s knowledge, no hazardous or toxic substance or waste regulated under
any applicable Environmental Law has been generated, stored, transported or
released on, in, from or to the Real Property in violation of any applicable
Environmental Law.  Except as set forth
on Schedule 2.12, (a) Seller has complied in all material respects with
all Environmental Laws applicable to the Stations or any of the Real Property,
(b) there are no underground storage tanks used by Seller in the operations of
the Stations, (c) to Seller’s knowledge, there are no underground storage tanks
(including underground storage tanks no longer in use) located on the Owned
Real Property or the WMC Transmitter Site, and (d) to Seller’s knowledge, there
is no friable asbestos or PCBs contained in any of the Station Assets.  To Seller’s knowledge, Seller has delivered
to Buyer true and complete copies of all environmental assessments or reports
in its possession relating to the Real Property, which are listed on Schedule
2.12.  “Environmental Laws” are those environmental, health or
safety laws and regulations applicable to Seller’s activities at the Real
Property in effect.


2.13        Employee Information.


(a)           Schedule 2.13(a) contains a true and complete list
as of the date set forth thereon of all Station Employees, including the names, date of hire,
current rate of compensation, employment status (i.e., active, disabled, on
authorized leave and reason therefor), title, whether such Station Employee is
a union or non-union employee, whether such Station Employee is full-time,
part-time or per-diem and a general description of benefits, including
severance and vacation benefits, if any. 
Each Station Employee listed on Schedule 2.13(a) is employed by
Seller or an Affiliate of Seller as of the date set forth in Schedule
2.13(a).


(b)           Except as otherwise set forth on Schedule 2.13(b),
none of the Stations is subject to or bound by any labor agreement or
collective bargaining agreement. To the knowledge of Seller, there is no
activity involving any Station Employee seeking to certify a collective
bargaining unit or engaging in any other organization activity.



 12
 








2.14        Compliance with Laws. Except as set forth on Schedule 2.14, Seller has complied in all material
respects with all laws, regulations, rules, writs, injunctions, ordinances,
franchises, decrees or orders of any Governmental Authority that are applicable
to Seller’s operation of the Stations and ownership of the Station Assets.


2.15        Taxes. Seller has,
in respect of the Stations’ business, filed all material Tax Returns required
to have been filed by it under applicable Law and has paid all Taxes which have
become due pursuant to such Tax Returns or pursuant to any assessments which
have become payable.


2.16        Sufficiency and Title to Station Assets. Except for the Excluded Assets, the Station Assets
constitute all the assets used or held for use by Seller in the business or
operation of the Stations.  Seller, or an
Affiliate of Seller, owns, leases or is licensed to use all of the Station
Assets free and clear of Liens, except for Permitted Liens.  Seller will cause any Station Assets currently
owned or held for use by any Affiliate of Seller to be transferred to Seller
prior to the Closing.  Since January 1,
2006, no material properties or assets that were or are used in the operation
of the Stations have been transferred or assigned by Seller to any Affiliate of
Seller, except as set forth on Schedule 2.16.


2.17        No Finder. No broker,
finder or other person is entitled to a commission, brokerage fee or other
similar payment in connection with this Agreement, the Seller Ancillary
Agreements or the transactions contemplated hereby or thereby as a result of
any agreements or action of Seller or any party acting on Seller’s behalf.


ARTICLE
III

REPRESENTATIONS AND WARRANTIES OF BUYER


Buyer represents and warrants to Seller as follows:


3.1          Existence.  Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the Commonwealth of
Pennsylvania.  As of the Closing, Buyer
will be duly qualified to do business and in good standing in each jurisdiction
where such qualification is necessary.


3.2          Corporate Authorization and Power.


(a)           The execution and delivery by Buyer of this Agreement and
all of the other agreements, certificates and instruments to be executed and
delivered by Buyer pursuant hereto or in connection with the transactions
contemplated hereby (the “Buyer Ancillary Agreements”), the performance by Buyer of its
obligations hereunder and thereunder and the consummation by Buyer of the
transactions contemplated hereby and thereby are within Buyer’s corporate
powers and have been duly authorized by all requisite corporate action on the
part of Buyer.


(b)           This Agreement has been, and each Buyer Ancillary
Agreement will be, duly executed and delivered by Buyer.  This Agreement (assuming due authorization,
execution and delivery by Seller) constitutes, and each Buyer Ancillary
Agreement will constitute when executed and delivered by Buyer, the legal,
valid and binding obligation of



 13
 








Buyer enforceable against Buyer in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other similar
Laws affecting or relating to enforcement of creditors’ rights generally and
general principles of equity (regardless of whether enforcement is considered
in a proceeding at law or in equity).


3.3          Governmental Authorization.  The execution, delivery and performance by
Buyer of this Agreement and each applicable Buyer Ancillary Agreement and the
consummation of the transactions contemplated hereby and thereby require no
action by or in respect of, or filing with or notification to, any Governmental
Authority other than (a) compliance with any applicable requirements of the
HSRA, (b) the FCC and (c) any such action by or in respect of or filing with
any Governmental Authority as to which the failure to take, make or obtain
would not have a Buyer Material Adverse Effect.


3.4          Noncontravention.  The
execution, delivery and performance of this Agreement and each Buyer Ancillary
Agreement by Buyer and the consummation of the transactions contemplated hereby
and thereby do not and will not (a) violate or conflict with the organizational
documents of Buyer; (b) assuming compliance with the matters referred to in Section 3.3, conflict with or violate
any Law or Governmental Order applicable to Buyer; or (c) except as set forth
on Schedule 3.4, require any consent or other action by or notification
to any Person under, constitute a default under, give to any Person any rights
of termination, amendment, acceleration or cancellation of any right or
obligation of Buyer under, any provision of any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other
agreement or instrument to which Buyer is a party or by which any of Buyer’s
assets is or may be bound, except, in the case of clauses (b) and (c), for any
such violations, consents, actions, defaults, rights or losses as could not
have, individually or in the aggregate, a Buyer Material Adverse Effect.


3.5          Absence of Litigation.  There
is no Action pending or, to Buyer’s knowledge, threatened against Buyer that in
any manner challenges or seeks to prevent, enjoin, alter or delay materially
the transactions contemplated by this Agreement.


3.6          FCC Qualifications.  Except for the matters set forth on Schedule
3.6, (a) Buyer is legally, financially and otherwise qualified to be
the licensee of, acquire, own and operate the Stations under the Communications
Act, and the rules, regulations
and policies of the FCC, (b) there are no facts that would, under existing Law
and the existing rules, regulations, policies and procedures of the FCC,
disqualify Buyer as an assignee of the FCC Licenses or as the owner and
operator of the other Station Assets, and (c) no waiver of any FCC rule or
policy relating to the qualifications of Buyer is necessary for the FCC Consent
to be obtained.


3.7          Financing.  Buyer,
as of the Closing Date, will have sufficient cash, available lines of credit or
other sources of immediately available funds to enable it to make payment of
the Purchase Price and any other amounts to be paid by it in accordance with
the terms of this Agreement and the Buyer Ancillary Agreements.


3.8          No Finder.  No broker, finder or other
person is entitled to a commission, brokerage fee or other similar payment in
connection with this Agreement, the Buyer Ancillary



 14
 








Agreements or the transactions contemplated hereby or
thereby as a result of any agreements or action of Buyer or any party acting on
Buyer’s behalf.


ARTICLE
IV

COVENANTS


4.1          Governmental Approvals.


(a)           Further Assurances.  Subject to the terms and conditions of this
Agreement, Buyer and Seller shall take, or cause to be taken, all actions and
to do, or cause to be done, all things reasonably necessary or desirable under
applicable Law to consummate the transactions contemplated by this Agreement,
including, in the case of Buyer, to sell or otherwise dispose of, hold separate
(through the establishment of a trust or otherwise), divest itself of, or limit
the ownership or operations of all or any portion of its businesses, assets or
operations.  Buyer and Seller will
cooperate with each other in making such filings with the FCC as may be
necessary or appropriate in connection with any divestiture by Buyer of its
interests in radio stations, including the Stations, pursuant to the terms of
this Section 4.1(a).


(b)           FCC Application.


(i)            The
assignment of the FCC Licenses as contemplated by this Agreement is subject to
the prior consent and approval of the FCC. 
Within five Business Days after execution of this Agreement, Buyer and
Seller shall file the FCC Application. 
Seller and Buyer shall thereafter prosecute the FCC Application with all
commercially reasonable diligence and otherwise use commercially reasonable
efforts to obtain the FCC Consent as expeditiously as practicable.  Each party shall promptly provide the other
with a copy of any pleading, order or other document served on it relating to
the FCC Application, and shall furnish all information required by the FCC.


(ii)           The
parties acknowledge that license renewal applications are currently pending for
certain of the FCC Licenses.  The parties
further acknowledge that the FCC generally will not allow the consummation of
an acquisition a radio broadcast station if a license renewal application for
the station is pending.  The parties,
however, desire to consummate the transactions contemplated by this Agreement
as soon as possible, subject to the terms of this Agreement.  In order to ensure that the FCC acts on the
FCC Application in the normal course and to allow the parties to consummate the
transactions contemplated by this Agreement as soon as possible, Buyer agrees
to advise the FCC in writing, either in a letter submitted to the FCC or in the
FCC Application itself, of Buyer’s express willingness to abide by the
procedures set forth in paragraph 35 of Stockholders of CBS,
11 FCC Rcd 3733, 3750 (1995), and to assume the consequences associated with
Buyer succeeding to the place of Seller in such renewal applications.  Seller agrees to indemnify Buyer for all
Losses relating to FCC matters that may arise out of or result from such
agreement without regard to the limitations set forth in the last sentence of Section 7.2(a).


(c)           Compliance with
Antitrust Laws.  Each of Buyer
and Seller agrees to make appropriate filings pursuant to applicable Antitrust
Laws, including a Notification and Report Form pursuant to the HSRA (including making a request for
early termination of the



 15
 








waiting period thereunder), with respect to the
transactions contemplated hereby within five Business Days after the date of
this Agreement, to furnish to the other party all information that the other
reasonably requests in connection with such filings, and to supply, as promptly
as practicable, any additional information and documentary material that may be
requested pursuant to the HSRA.  The
consummation of the transactions contemplated by this Agreement and the
commencement of the Local Marketing Agreement are each conditioned upon the
termination or expiration of the waiting period under the HSRA without the
institution or threat of any action with respect to such consummation or
commencement.


(d)           Commercially Reasonable
Efforts.  In connection with
the efforts referenced in Section 4.1(a),
Section 4.1(b) and Section 4.1(c) to obtain (i) all requisite
approvals and authorizations for the transactions contemplated by this
Agreement under the HSRA or any other Antitrust Law and (ii) the FCC Consent,
each of Buyer and Seller shall use its commercially reasonable efforts to (A)
cooperate in all respects with each other in connection with any filing or
submission and in connection with any investigation or other inquiry, including
any proceeding initiated by a private party, (B) keep the other party informed
in all material respects of any material communications received by such party
from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice
(the “DOJ”), the FCC or any other Governmental
Authority and of any material communication received or given in connection
with any proceeding by a private party and (C) permit the other party to review
any material non-confidential communication given by it to, and consult with
each other in advance of and be permitted to attend any meeting or conference
with, the FTC, DOJ, the FCC or any such other Governmental Authority or, in
connection with any proceeding by a private party, with any other Person, in
each case regarding any of the transactions contemplated by this Agreement.


(e)           Governmental Filing or
Grant Fees.  Except as
otherwise provided in this Agreement, any filing or grant fees (including FCC
and HSRA filing fees) imposed by any Governmental Authority, the consent of
which is required for the transactions contemplated hereby, shall be borne
equally by Seller and Buyer.  In
addition, Seller and Buyer shall bear equally any fees incurred by Seller in
the publication of the requisite local public notice regarding the FCC
Application under Section 73.3580(d)(3) of the FCC’s rules.


4.2          Conduct of Business.


(a)           Prior to Closing.  Between the date of this Agreement and the
Closing Date, except as expressly permitted by this Agreement or the Local
Marketing Agreement, or with the prior written consent of Buyer, which consent
shall not be unreasonably conditioned, withheld or delayed and which shall be
deemed given if Buyer does not respond to Seller’s request within five Business
Days of receipt thereof, Seller shall:


(i)            maintain
the FCC Licenses in full force and effect;


(ii)           operate
the Stations in all material respects in accordance with the FCC Licenses, the
Communications Act, the FCC rules and regulations and all applicable Laws;



 16
 








(iii)          not
adversely modify any of the FCC Licenses, except as may be provided in any
pending application identified on Schedule 2.7(b);


(iv)          use
commercially reasonable efforts to cause all Liens on the Station Assets, other
than Permitted Liens, to be released in full prior to Closing;


(v)           use
commercially reasonable efforts to provide Buyer with any financial information
regarding the Stations as is maintained by Seller on a basis not consolidated
with other stations and requested by Buyer that is reasonably necessary to
satisfy any reporting obligations to the Securities and Exchange Commission or
reasonably necessary to obtain acquisition financing for the Stations;


(vi)          not,
other than in the ordinary course of business and consistent with past
practice, terminate, rescind, or waive any rights under any Station Contracts;


(vii)         not
enter into any new contracts or agreements in connection with the operation of
the Stations (or amend any existing Station Contract) (i) other than in the
ordinary course and consistent with past practice and (ii) provided that any such
new contracts or amendments that are binding after the Closing, except for
those contracts or agreements entered into pursuant to Section 4.2(a)(viii), Section 4.2(b)(x) or Section 4.5(b), shall require post-Closing
payments by Buyer of less than $100,000 per market (in the aggregate under such
new contracts or amendments);


(viii)        with
respect to Station Employees, not (A) grant raises other than raises that would
be given in the ordinary course of business consistent with past practice in
connection with the October 1st focal point review, (B) pay substantial
bonuses other than (x) stay bonuses or enhanced severance for which the Buyer
has no liability or (y) bonuses contemplated under existing employee
arrangements, (C) enter into any new employment agreements that are not
terminable at will or (D) agree to do any of the foregoing; and


(ix)           repair
the items and complete the capital projects set forth on Schedule 4.2.


(b)           Prior to Commencement of
Local Marketing Agreement. 
Between the date of this Agreement and the LMA Commencement Date, except
as expressly permitted by this Agreement or the Local Marketing Agreement, or
with the prior written consent of Buyer, which consent shall not be
unreasonably conditioned, withheld or delayed and which shall be deemed given
if Buyer does not respond to Seller’s request within five Business Days of
receipt thereof, Seller shall:


(i)            notify
Buyer promptly (A) if a Station is off the air for a continuous period of 12
hours or more or (B) if a Station’s normal broadcast transmissions are
materially impaired for a continuous period of more than 24 hours;


(ii)           operate
the Stations in the ordinary course of business consistent with past practice;



 17
 








(iii)          use
commercially reasonable efforts to preserve the business and goodwill of the
Stations and the Station Assets;


(iv)          not
change the programming formats of any of the Stations;


(v)           adhere
in all material respects to the Stations’ current practices, a summary of which
has been delivered to Buyer, with respect to the amount of airtime available to
broadcast commercials on the Stations;


(vi)          maintain
the Tangible Personal Property and the Real Property in normal operating
condition consistent with Seller’s past practices, ordinary wear and tear
excepted;


(vii)         maintain
the Stations’ inventories of spare parts and supplies in the ordinary course
and at levels consistent with past practices;


(viii)        not
sell, lease or dispose of or agree to sell, lease or dispose of any of the
Station Assets, except (A) the ordinary course disposition of items that either
are obsolete or unnecessary for the continued operation of the Stations as
currently operated or are replaced by assets of comparable or superior utility
or (B) pursuant to existing contracts or commitments listed on Schedule
1.1(c), if any, or agree to do any of the foregoing;


(ix)           make
all capital expenditures with respect to the Stations in the ordinary course in
accordance with past practices, including those relating to the capital
projects set forth on Schedule 4.2; and


(x)            make
expenditures on market research and promotional activities with respect to the
Stations in the ordinary course in accordance with the past practices.


(c)           Control of Stations.  Subject to the provisions of this Section 4.2 and the terms of the Local
Marketing Agreement, Buyer shall not, directly or indirectly, control,
supervise or direct the operations of the Stations prior to the Closing.  Such operations shall be the sole
responsibility of Seller and shall be in its complete discretion.


4.3          Access to Information; Inspections;
Confidentiality; Publicity.


(a)           Between the date hereof and the Closing Date, Seller shall
furnish Buyer with such information relating to the Station Assets as Buyer may
reasonably request, at Buyer’s expense and provided such request does not
interfere unreasonably with the business of the Stations.


(b)           Between the date hereof and the Closing Date, upon prior
reasonable notice, Seller shall give Buyer and its representatives reasonable
access to the Station Assets during regular business hours.



 18
 








(c)           Nothing contained herein should be deemed to negate or
limit the Seller’s or any of its Affiliates’ rights or any obligations of the
Buyer or any of its Affiliates under that certain letter agreement, dated April
5, 2006, by and between CBS Corporation and Entercom Communications Corp. (the “Confidentiality
Agreement”), which
is incorporated herein by reference.


(d)           No news release or other public announcement pertaining to
the transactions contemplated by this Agreement will be made by or on behalf of
any party hereto without the prior written approval of the other party (such
consent not to be unreasonably conditioned, withheld or delayed) unless
otherwise required by Law or any regulation or rule of any stock exchange
binding upon such party.  Where any
announcement, communication or circular concerning the transactions
contemplated by this Agreement is required by Law or any regulation or rule of
any stock exchange, it shall be made by the relevant party after consultation,
where reasonably practicable, with the other party and taking into account the
reasonable requirements (as to timing, contents and manner of making or
dispatch of the announcement, communication or circular) of the other party.


4.4          Risk of Loss.


(a)           Seller shall bear the risk of any casualty loss or damage
to any of the Station Assets prior to the LMA Commencement Date, and Buyer
shall bear such risk on and after the LMA Commencement Date.  In the event of any casualty loss or damage
to the Station Assets prior to the LMA Commencement Date, Seller shall be
responsible for repairing or replacing (as appropriate under the circumstances)
any lost or damaged Station Asset (the “Damaged Asset”)
unless such Damaged Asset was obsolete and unnecessary for the continued
operation of the Stations consistent with Seller’s past practice and the FCC
Licenses.  If Seller is unable to repair
or replace a Damaged Asset by the date on which the Closing would otherwise
occur under this Agreement, then the proceeds of any insurance covering such
Damaged Asset shall be assigned to Buyer at Closing, and to the extent such
proceeds are not sufficient to cover the reasonable out-of-pocket costs
incurred by Buyer in repairing or replacing the Damaged Asset after the
Closing, Seller shall reimburse Buyer by an amount equal to the deficiency.


(b)           If a Station is off the air prior to the LMA Commencement
Date, then Seller shall use commercially reasonable efforts to return the
Station to the air as promptly as practicable in the ordinary course of business.  Notwithstanding anything herein to the
contrary, if on the day otherwise scheduled for commencement of the Local
Marketing Agreement, a Station is off the air or operating with a material
reduction in coverage, then commencement of the Local Marketing Agreement as to
the affected Station shall be postponed until the date five Business Days after
such Station returns to the air, and, if applicable, such reduction in coverage
is substantially corrected, and the fee payable pursuant to paragraph 1 of
Schedule 1.5 of the Local Marketing Agreement during the deferral period shall
be reduced by an amount equal to (i) the fee as set forth in paragraph 1 times
(ii) the quotient of (x) the EBITDA for the affected Station or Stations during
the first six months of 2006 as shown on the Reference Financial Statements divided
by (y) the EBITDA for the Stations as a whole as shown on the Reference
Financial Statements during the same six-month period.



 19















4.5          Consents to Assignment; Estoppel
Certificates.


(a)           After the execution of this Agreement and prior to Closing, Seller shall use its
commercially reasonable efforts to obtain (i) any third-party consents
necessary for the assignment of any Station Contract or Real Property Lease and
(ii) estoppel certificates duly executed by the lessors under the Real Property
Leases in the form of Exhibit A attached hereto.  Notwithstanding anything in this Agreement to
the contrary, this Agreement shall not constitute an agreement to assign any
Station Contract or any claim or right or any benefit arising thereunder or
resulting therefrom if such assignment, without the consent of a third party
thereto, would constitute a breach or other contravention of such Station Contract
or in any way adversely affect the rights of Buyer or Seller thereunder.  If such consent is not obtained prior to the
Closing Date, (A) Seller shall use its commercially reasonable efforts to (x)
obtain such consent as soon as possible after the Closing Date, (y) provide to
Buyer the financial and business benefits of any such Station Contract and (z)
enforce, at the request of Buyer, for the account of Buyer, any rights of
Seller arising from any such Station Contract; and (B) Buyer shall assume the
obligations under such Station Contract in accordance with this Agreement.  Notwithstanding the foregoing, neither Seller
nor any of its Affiliates shall be required to pay consideration (except as may
be specifically contemplated by the relevant Station Contract) to any third
party to obtain any consent or estoppel certificate.


(b)           Seller
shall use its commercially reasonable efforts to obtain an agreement with the
lessor thereunder to extend the Lease executed September 23, 1997 for KJCE-AM
(7010 Johnny Morris Rd., Austin, Texas), as amended, for at least an additional
five-year term, on the same terms and conditions as are currently in effect, or
on other terms and conditions reasonably acceptable to Buyer.  Such an agreement is not a condition to Closing
under this Agreement.


4.6          Notification. Each
party shall notify the other party of the initiation or threatened initiation
of any litigation, arbitration or administrative proceeding that challenges the
transactions contemplated hereby, including any challenges to the FCC
Application.


4.7          Employee Matters.


(a)           Buyer may, but is not obligated to, hire any of the
Station Employees.  No later than five
Business Days prior to the LMA Commencement Date, Buyer shall notify Seller in writing (i)
whether or not it will offer employment to a Station Employee and (ii) whether
or not it will assume the employment agreement (including any account executive
agreement or bonus term sheet), if any, for such Station Employee.  Subject to the reimbursement obligation set
forth in Section 4.7(b) below, in
the event Buyer elects not to assume an employment agreement, such employment
agreement shall be an Excluded Asset and shall not be assumed by Buyer.  Prior to the LMA Commencement Date, Buyer shall offer employment, effective
the Employment Commencement Date (as defined below), to the Station Employees
as identified on such notice at a monetary compensation (or compensation
formula, including base salary, commission rate and bonus opportunity) at least
as favorable as that provided by Seller immediately prior to the Employment Commencement Date.  With respect to any Transferred Employee (as
defined below) who is party to an employment agreement with Seller, such
employment agreement shall be assumed by Buyer, to the extent set forth on



 20
 








Schedule 1.1(c) or entered into in
accordance with the provisions of Section 4.2(a),
and included in the Station Contracts. 
The “Employment Commencement Date” shall mean
the LMA Commencement Date or, in the case of Station Employees identified on
Schedule 4.1 of the Local Marketing Agreement, the Closing Date.


(b)           Notwithstanding anything herein to the contrary, Buyer
shall, within three Business Days of Seller’s request, reimburse Seller for all
severance, termination or separation payments (including costs for termination
of employment agreements not assumed by Buyer and also including medical and
dental plan coverage continuation) actually made to those Station Employees not
offered employment by Buyer, but only to the extent that (i) such severance
obligations arise under agreements or corporate policies of Seller in effect as
of, and disclosed to Buyer prior to, the date of this Agreement, and (ii) such
payments exceed, in the aggregate, $625,000, under this Agreement and that
certain Asset Purchase Agreement of even date herewith between CBS Radio and
Buyer.


(c)           With respect to the Station Employees who accept Buyer’s
offer of employment and are hired by Buyer (either pursuant to the Local
Marketing Agreement or pursuant to this Section
4.7) (the “Transferred Employees”),
Seller shall be responsible for all compensation and benefits arising prior to
the Employment Commencement Date (in accordance with Seller’s employment
terms), and Buyer shall be responsible for all compensation and benefits
arising on or after the Employment Commencement Date (in accordance with Buyer’s
employment terms).  Seller shall remain
responsible for satisfying the obligations, if any, to pay equity compensation
to Transferred Employees under the terms of Seller’s equity compensation plans
or agreements with Transferred Employees, which obligations were created under
Seller’s equity compensation plans or agreements with Transferred Employees
prior to the Employment Commencement Date.


(d)           Provided that Buyer receives an appropriate proration
under Section 1.7, Buyer shall
grant credit to each Transferred Employee for all unused vacation accrued as of
Closing as an employee of Seller, and Buyer shall assume and discharge Seller’s
obligation to provide such leave to such Transferred Employees (such
obligations being a part of the Assumed Obligations).  Notwithstanding any other provision contained
herein, Buyer shall grant credit for all unused sick leave accrued by
Transferred Employees on the basis of their service during the current calendar
year as employees of Seller, provided that Buyer shall not be required to pay
any Transferred Employee for unused sick leave.


(e)           Buyer shall permit Transferred Employees (and their
spouses and dependents) to participate in its “employee welfare benefit plans”
(including health insurance plans) and “employee pension benefit plans,” as
defined in Section 3(1) and 3(2) of ERISA, respectively, to the extent
similarly situated employees of Buyer are generally eligible to participate, with
coverage effective immediately upon the Employment Commencement Date.  Buyer also shall ensure, to the extent
permitted by applicable Law (including ERISA and the Code) and Buyer’s plans,
that Transferred Employees receive credit under any welfare benefit plan of
Buyer for any deductibles or co-payments paid by Transferred Employees and
their spouses and dependents for the current plan year under a plan maintained
by Seller.  For purposes of any length of
service requirements, waiting periods, vesting periods or differential benefits
based on length of service in any such employee welfare benefit plans
(including any



 21
 








severance plans or policies) and defined contribution
plans for which Transferred Employees may be eligible after Closing, Buyer
shall ensure, to the extent permitted by applicable Law (including ERISA and
the Code), that service with Seller (as shown on Schedule 2.13) shall be
deemed to have been service with Buyer.


(f)            Buyer shall also permit each Transferred Employee who
participates in Seller’s 401(k) plan to elect to make direct rollovers of their
account balances into Buyer’s 401(k) plan as of the Employment Commencement
Date, including the direct rollover of any outstanding loan balances such that
they will continue to make payments under the terms of such loans under the
Buyer’s 401(k) plan, subject to compliance with applicable law and subject to
the reasonable requirements of Buyer’s 401(k) plan administrator.


(g)           Except as prohibited by applicable Law, after the Closing
Seller shall deliver to Buyer originals or copies of all personnel files and
records (excluding medical and benefit plan records) related to the Transferred
Employees, and Seller shall have reasonable continuing access to such files and
records thereafter.


(h)           From the date hereof until the eighteen-month anniversary
of the Employment Commencement Date, Seller shall not solicit for employment
any account executives, on-air talent or managers included in the Transferred
Employees, other than pursuant to a general solicitation not specifically
targeted at any employees of the Stations, and shall not during such period
hire or transfer any of such employees to work for any radio station under the
control of CBS Corporation, other than at the Stations.


4.8          Title Insurance; Surveys.


(a)           Seller
shall deliver, within 45 days of the date of this Agreement, title commitments
on the Owned Real Property, the WMC Transmitter Site and the KJCE Transmitter
Site, sufficient in form to allow Buyer to obtain, at Buyer’s sole cost and expense,
a standard form of title insurance policy (including, to the extent available,
a zoning endorsement) insuring the fee simple interest in the Owned Real
Property and the leasehold interests in the WMC Transmitter Site and the KJCE
Transmitter Site, subject only to Permitted Liens and those matters set forth
in Schedule 4.8; and


(b)           Seller
shall cooperate with Buyer (provided that Seller shall not be required to pay
any consideration to Buyer or any third party) so that Buyer may, at its option
and at Buyer’s sole cost and expense, obtain, within 45 days of the date of
this Agreement, ALTA surveys of the Owned Real Property, the WMC Transmitter
Site and the KJCE Transmitter Site, which shall reflect (i) no encroachments
upon such parcels or adjoining parcels by buildings, structures or improvements
which would materially adversely affect title or materially interfere with or
impair the use of the Owned Real Property for the purpose for which it is
currently used or materially adversely affect the value of the property, and
(ii) access to such parcels from a dedicated roadway or indirect access to a
dedicated roadway.


(c)           Buyer
acknowledges that Seller has no control over the KJCE Transmitter Site, except
to the extent provided in the Lease between Seller and the lessor thereunder,
and therefore Seller may not be able to provide Buyer with access to the KJCE



 22
 








Transmitter Site for the purpose of conducting a
survey.  The obtaining of a title
commitment and survey for the KJCE Transmitter Site as described in this Section 4.8 shall not be a condition to Buyer’s obligation
to close under this Agreement.


4.9          Environmental.


(a)           Buyer
may at its expense conduct Phase I environmental reviews within 45 days of the
date of this Agreement, and if reasonably recommended by the consultant who
performs that Phase I review, Phase II environmental reviews within 60 days of
the date of this Agreement (the Phase I and Phase II reviews being collectively
referred to as the “Environmental Reviews”),
of the Owned Real Property, the WMC Transmitter Site and the KJCE Transmitter
Site prior to Closing; provided, however, that no intrusive sampling shall be
performed without Seller’s prior written approval (which shall not be
unreasonably conditioned, withheld or delayed). 
Seller shall use commercially reasonable efforts to enable Buyer to
conduct such Environmental Reviews of the Leased Real Property within 45 days
of the date of this Agreement.


(b)           If
any such Environmental Review discloses a material violation of, or material
condition that, if disclosed to the appropriate Governmental Authority, Buyer
or Seller would reasonably be expected to be required to remediate under
applicable Environmental Laws (an “Environmental Condition”) at any of the Owned Real Property, the WMC Transmitter Site
or the KJCE Transmitter Site, and such Environmental Conditions, in the
aggregate, have an estimated remediation cost less than $500,000, then Seller
shall remediate or undertake to remediate such conditions in all material
respects prior to Closing, provided that the completion of such remediation
shall not be a condition to Buyer’s obligation to close hereunder if mutually
satisfactory arrangements have been made to assure that Buyer will not be
required to bear the expense of any remediation to be performed after the
Closing.  If such Environmental
Conditions, in the aggregate, have an estimated remediation cost of $500,000 or
more, then within 10 Business Days after delivery to Seller of the determination
of such estimated amount, Seller shall notify Buyer of its election to either
(i) remediate or undertake to remedy such conditions in all material respects
prior to Closing, provided that the completion of such remediation shall not be
a condition to Buyer’s obligation to close hereunder if mutually satisfactory
arrangements have been made to assure that Buyer will not be required to bear
the expense of any remediation to be performed after the Closing, or (ii) not
remediate or undertake to remedy such conditions, in which event Buyer may, except
as provided in Section 4.13,
terminate this Agreement on written notice to Seller.  This Section
4.9, together with Section 4.13,
sets forth Buyer’s sole remedy if an Environmental Review prior to Closing
discloses an Environmental Condition. 
For the avoidance of any doubt, the pre-Closing discovery of such an
Environmental Condition shall be deemed an exception to Seller’s
representations and warranties in Section
2.12 and Buyer shall have no post-closing claim for breach of
representation or warranty against Seller pursuant to the indemnification
provisions or otherwise for such an Environmental Condition except as provided
in this Section 4.9 and Section 4.13.  Seller’s obligations under this Section 4.9 shall survive the Closing.


4.10        Further Assurances. After Closing, each party hereto shall execute all such
instruments and take all such actions as any other party may reasonably
request, without payment of further consideration, to effectuate the
transactions contemplated by this Agreement,



 23
 








including the execution and delivery of confirmatory
and other transfer documents in addition to those to be delivered at Closing.


4.11        Public Filings. Seller
acknowledges that Buyer may be obligated to use the pre-Closing financial
statements of the Stations and other information in connection with filings
under the Securities Act of 1933, as amended, and the Securities Exchange Act
of 1934, as amended (the “Public Filings”),
to be issued or filed by Buyer.  For a
period of three (3) years from the Closing Date, Seller shall cooperate in a
commercially reasonable manner with Buyer so that Buyer can obtain information
sufficient for Buyer to prepare such Public Filings, in each case the
out-of-pocket costs for which shall be borne solely by Buyer.  The foregoing cooperation of Seller shall
include (a) granting Buyer and its accountants full and complete access to the
books and records of the Stations and to any personnel knowledgeable about such
books and records (including the accountants of Seller) in each case, to the
extent reasonably requested by Buyer and (b) with respect to the period of time
that the Stations and the Station Assets were owned or controlled by Seller or
an Affiliate thereof, signing customary management representation letters
related to the financial statements and any time the Stations were owned or
controlled by Seller, Seller agrees to provide all relevant financial
information in its possession with respect to such periods, to contact the
former owners of the Stations on behalf of Buyer and to assist Buyer in
arranging access to financial information of such former owners.


4.12        No Solicitation.  From the date hereof, until the earlier of
the Closing Date or the termination of this Agreement, Seller and its
Affiliates will not, directly or indirectly, encourage, solicit, or engage in
discussions or negotiations with, or provide any information to, any Person
(other than Buyer and its representatives) concerning any sale or disposition
of all, or substantially all, of the Station Assets or the FCC Licenses,
provided that this Section 4.12
shall not apply to any discussions or negotiations involving the securities of
Seller or any Affiliate of Seller.


4.13        Station KJCE.  If Seller elects not to remediate or
undertake to remediate an Environmental Condition at the KJCE Transmitter Site
pursuant to Section 4.9(b), then Buyer may
elect either (a) to treat the Real Property Lease for the KJCE Transmitter Site
as an Excluded Asset and to sub-lease the KJCE Transmitter Site from Seller,
subject to receipt of any consent necessary under such Real Property Lease, for
the remainder of the term of such Real Property Lease, as in effect on the
Closing Date, without payment of basic rent but with reimbursement of all costs
relating to such Real Property Lease other than costs relating to the
Environmental Condition or (b) terminate this Agreement with respect to Station
KJCE and all Station Assets used exclusively in the operation of station KJCE,
and in the case of an election pursuant to clause (b), the Purchase Price shall
be reduced by $4,000,000.


ARTICLE V

CONDITIONS PRECEDENT


5.1          To Buyer’s Obligations. The obligations of Buyer hereunder are, at its option, subject to satisfaction, at or prior to
the Closing Date, of each of the following conditions:



 24
 








(a)           Representations, Warranties and Covenants.  The representations and warranties of Seller made in this
Agreement shall be true and correct, disregarding all qualifiers and exceptions
relating to materiality or Seller Material Adverse Effect, (i) as of the date
of this Agreement and (ii) (except to the extent such representations and
warranties speak as of an earlier date, in which case such representations and
warranties shall have been true and correct, disregarding all qualifiers and
exceptions relating to materiality or Seller Material Adverse Effect, as of
such earlier date) as of the Closing Date as though made on and as of the
Closing Date, except, in both cases, (A) for changes expressly contemplated by
this Agreement or permitted under Section 4.2
(Conduct of Business
Prior to Closing), (B) casualty losses or damages subject to Section 4.4 (Risk of Loss) or that are
reimbursable by Buyer under the Local Marketing Agreement, or (C) where the
failures to be true and correct, individually or in the aggregate, have not
resulted in and would not reasonably be expected to result in a Seller Material
Adverse Effect.  Seller shall have
performed in all material respects all obligations required to be performed by
it under this Agreement on or prior to the Closing Date.  Buyer shall have received a certificate dated
as of the Closing Date from Seller, executed by an authorized officer of Seller
to the effect that the conditions set forth in this Section 5.1(a) have been satisfied.


(b)           Governmental Consents. 
The FCC Consent shall have been granted and shall be in full
force and effect and shall contain no provision materially adverse to any of
Buyer, Buyer’s Affiliates or the Stations and shall have become a Final Order;
provided that the condition as to a Final Order shall not apply (i) if no
filing shall have been made with the FCC by any third party that pertains to or
becomes associated with the FCC Application, or (ii) if any such filing shall
have been made, then if, in the reasonable opinion of Buyer’s FCC counsel, the
objection set forth in the filing would not reasonably be expected to result in
a denial of the FCC Consent or a designation for hearing of the FCC
Application.  Any waiting period under
the HSRA shall have been terminated or expired.


(c)           Adverse Proceedings. 
No Governmental Order shall have been rendered against any
party hereto that would render it unlawful, as of the Closing Date, to effect
the transactions contemplated by this Agreement in accordance with its terms,
and no proceeding shall be pending before any Governmental Authority, other
than the FCC, challenging this Agreement or the transactions contemplated
hereby, which is reasonably likely to restrain, alter, prohibit or otherwise
materially interfere with the Closing.


(d)           Authorization.  Buyer shall have received a true and complete
copy, certified by an officer of Seller, of the resolutions duly and validly
adopted by the board of directors or the general partner of each of CBS Radio,
Illinois CBS Radio and Texas CBS Radio, as the case may be, evidencing its
authorization of the execution and delivery of this Agreement and consummation
of the transactions contemplated hereby.


(e)           Deliveries. 
Seller shall have made or stand willing to make all the deliveries
required under Sections 6.1 and 6.2.



 25
 








(f)            Title Commitments and Surveys.  Subject to Section
4.8(c), Seller shall
have delivered the title commitments set forth in Section 4.8(a), and Buyer shall have been able to obtain (even
if Buyer has not obtained) surveys set forth in Section 4.8(b).


5.2          To Seller’s Obligations. The obligations of Seller hereunder are, at
its option, subject to
satisfaction, at or prior to the Closing Date, of each of the following
conditions:


(a)           Representations, Warranties and Covenants.  The representations and warranties
of Buyer made in this Agreement shall be true and correct, disregarding all
qualifiers and exceptions relating to materiality or Buyer Material Adverse
Effect, (i) as of the date of this Agreement and (ii) (except to the extent
such representations and warranties speak as of an earlier date, in which case
such representations and warranties shall have been true and correct,
disregarding all qualifiers and exceptions relating to materiality or Buyer
Material Adverse Effect, as of such earlier date) as of the Closing Date as
though made on and as of the Closing Date except, in both cases, (A) for
changes expressly contemplated by this Agreement or (B) where the failures to
be true and correct, individually or in the aggregate, have not resulted in and
would not reasonably be expected to result in a Buyer Material Adverse
Effect.  Buyer shall have performed in
all material respects all obligations required to be performed by it under this
Agreement on or prior to the Closing Date. 
Seller shall have received a certificate dated as of the Closing Date
from Buyer executed by an authorized officer of Buyer, to the effect that the
conditions set forth in this Section 5.2(a) have been satisfied.


(b)           Governmental Consents. 
The FCC Consent shall have been granted and shall be in full
force and effect and shall contain no provision materially adverse to Seller or
Seller’s Affiliate.  Any waiting period
under the HSRA shall have been terminated or expired.


(c)           Adverse Proceedings.  No Governmental Order shall have been
rendered against any party hereto that would render it unlawful, as of the
Closing Date, to effect the transactions contemplated by this Agreement in
accordance with its terms, and no proceeding shall be pending before any
Governmental Authority, other than the FCC, challenging this Agreement or the
transactions contemplated hereby, which is reasonably likely to restrain,
alter, prohibit or otherwise materially interfere with the Closing.


(d)           Authorization.  Seller
shall have received a true and complete copy, certified by an officer of Buyer,
of the resolutions duly and validly adopted by the board of directors of Buyer
evidencing its authorization of the execution and delivery of this Agreement
and consummation of the transactions contemplated hereby.


(e)           Deliveries. 
Buyer shall have made or stand willing to make all the deliveries
required under Sections  6.1 and 6.3
and shall have paid or stand willing to pay the Purchase Price as provided in Section 1.5.



 26
 








ARTICLE
VI

DOCUMENTS TO BE DELIVERED AT THE CLOSING


6.1          Documents to be Delivered by Both
Parties. At the Closing, each of Buyer and Seller shall
execute and deliver to the other as applicable:


(a)           a duly executed
Assignment and Assumption Agreement, substantially in the form of Exhibit
B-1; and


(b)           a duly executed
Assignment and Assumption Agreement for the Real Property Leases, substantially
in the form of Exhibit B-2.


6.2          Documents to be Delivered by Seller.
At the Closing, Seller shall deliver to Buyer the following:


(a)           the certificate described
in Section 5.1(a);


(b)           the documents
described in Section 5.1(d);


(c)           a duly executed Bill
of Sale, substantially in the form of Exhibit B-3;


(d)           a duly executed
Assignment for the FCC Licenses, substantially in the form of Exhibit B-4;


(e)           a duly executed
Assignment for the Intangible Property, substantially in the form of Exhibit
B-5;


(f)            a duly executed
special warranty deed for the Owned Real Property, substantially in the form of
Exhibit B-6;


(g)           the consents to
assignment required under those Station Contracts listed on Schedule 1.1(c)
or Schedule 1.1(f) and marked with a “‡”, if any, duly executed by the
appropriate Persons, and which shall be in full force and effect without
conditions materially adverse to Buyer, except as expressly provided in such
agreement;


(h)           an opinion of
counsel to Seller substantially in the form attached hereto as Exhibit C; and


(i)            all customary
landlord’s estoppel certificates and seller’s or owner’s affidavits required to
delete the standard exceptions to the title policies insuring the Owned Real
Property and the WMC Transmitter Site.


6.3          Documents to be Delivered by Buyer.
At the Closing, Buyer shall deliver to Seller the following:


(a)           the certificate
described in Section 5.2(a);


(b)           the documents
described in Section 5.2(d); and


(c)           the Purchase Price.



 27














 


ARTICLE VII

SURVIVAL; INDEMNIFICATION


7.1          Survival.  The representations and warranties in this
Agreement shall survive the Closing for a period of 18 months from the Closing
Date whereupon they shall expire
and be of no further force or effect, except those under: (a) Section 2.15 (Taxes), which shall survive
until the expiration of any applicable statute of limitations, (b) Section 2.17 (No Finder) and Section  3.8
(No Finder), each of which shall survive indefinitely, and (c) the
provisions in Section 2.7 (FCC
Licenses), Section  2.8 (Tangible Personal Property), Section  2.11
(Real Property) and Section  2.16
(Sufficiency and Title to Station Assets) relating to title, each of which
shall survive indefinitely, and (d) Section
2.12 (Environmental), which shall survive indefinitely. None of the
covenants and agreements shall survive the Closing except to the extent such
covenants and agreements contemplate performance after the Closing, in which
case such covenants and agreements shall survive until performed. No claim may
be brought under this Agreement unless written notice describing in reasonable
detail the nature and basis of such claim is given on or prior to the last day
of the applicable survival period. In the event such notice is given, the right
to indemnification with respect thereto shall survive the applicable survival
period until such claim is finally resolved and any obligations thereto are
fully satisfied.


7.2          Indemnification.


(a)           Subject to Section 7.1, from and after the Effective Time, Seller shall defend,
indemnify and hold harmless Buyer, its Affiliates and their respective
employees, officers, directors, shareholders and agents (collectively, the “Buyer
Indemnified Parties”) from
and against any and all losses, costs, damages, liabilities, expenses,
obligations and claims of any kind (including any Action brought by any
Governmental Authority or Person and including reasonable attorneys’ fees and
expenses (“Losses”)) incurred
by such Buyer Indemnified Party arising out of or resulting from (i) Seller’s
breach of any of the representations or warranties contained in this Agreement,
any Seller Ancillary Agreement or in any other certificate or document
delivered pursuant hereto or thereto; (ii) any breach or nonfulfillment of any
agreement or covenant of Seller under the terms of this Agreement or any Seller
Ancillary Agreement; and (iii) the Retained Liabilities. Seller shall have no
liability to Buyer under clause (i) of this Section
7.2(a) until, and only to the extent that, Buyer’s aggregate Losses exceed 1% of the Purchase Price,
and the maximum liability of Seller under clause (i) of this Section 7.2(a) shall be an amount equal to
50% of the Purchase Price.


(b)           Subject to Section 7.1, from and after the Effective Time, Buyer shall defend, indemnify
and hold harmless Seller, its Affiliates and their respective employees,
officers, directors, shareholders and agents (collectively, the “Seller
Indemnified Parties”) from and against any and all Losses
incurred by such Seller Indemnified Party arising out of or resulting from (i)
Buyer’s breach of any of its representations or warranties contained in this
Agreement, any Buyer Ancillary Agreement or in any other certificate or
document delivered pursuant hereto or thereto; (ii) any breach or nonfulfillment
of any agreement or covenant of Buyer under the terms of this Agreement or any
Buyer Ancillary Agreement; and (iii) the Assumed Obligations. Buyer shall have
no liability to Seller under clause (i) of this Section 7.2(b)



 28
 






 



until, and only to the extent that, Seller’s
aggregate Losses exceed 1% of the Purchase Price, and the maximum liability of
Buyer under clause (i) of this Section 7.2(b)
shall be an amount equal to 50% of the Purchase Price.


7.3          Procedures. The
indemnified party shall give prompt written notice to the indemnifying party of
any demand, suit, claim or assertion of liability by third parties or other
circumstances that could give rise to an indemnification obligation hereunder
against the indemnifying party (a “Claim”), but a failure to give or a delay in
giving such notice shall not affect the indemnified party’s right to
indemnification and the indemnifying party’s obligation to indemnify as set
forth in this Agreement, except to the extent the indemnifying party’s ability
to remedy, contest, defend or settle with respect to such Claim is thereby
prejudiced. The obligations and liabilities of the parties with respect to any
Claim shall be subject to the following additional terms and conditions:


(a)           The indemnifying party shall have the right
to undertake, by counsel or other representatives of its own choosing, the
defense or opposition to such Claim.


(b)           In the event that the indemnifying party
shall elect not to undertake such defense or opposition, or, within 20 days
after written notice (which shall include sufficient description of background
information explaining the basis for such Claim) of any such Claim from the
indemnified party, the indemnifying party shall fail to undertake to defend or
oppose, the indemnified party (upon further written notice to the indemnifying
party) shall have the right to undertake the defense, opposition, compromise or
settlement of such Claim, by counsel or other representatives of its own
choosing, on behalf of and for the account and risk of the indemnifying party
(subject to the right of the indemnifying party to assume defense of or
opposition to such Claim at any time prior to settlement, compromise or final
determination thereof).


(c)           Anything herein to the contrary
notwithstanding (i) the indemnified party shall have
the right, at its own cost and expense, to participate in the defense,
opposition, compromise or settlement of the Claim, (ii) the indemnifying party
shall not, without the indemnified party’s written consent, settle or
compromise any Claim or consent to entry of any judgment, unless such judgment,
settlement or compromise includes the giving by the claimant to the indemnified
party of a release from all liability in respect of such Claim, and (iii) in
the event that the indemnifying party undertakes defense of or opposition to
any Claim, the indemnified party, by counsel or other representative of its own
choosing and at its sole cost and expense, shall have the right to consult with
the indemnifying party and its counsel or other representatives concerning such
Claim and the indemnifying party and the indemnified party and their respective
counsel or other representatives shall cooperate in good faith with respect to
such Claim.


7.4          Computation of
Indemnifiable Losses.  Any amount payable
pursuant to this Article VII shall
be decreased to the extent of (a) any amounts actually recovered by the
indemnified party from any third party (including insurance proceeds) in
respect of an indemnifiable Loss, and (b) any net Tax benefit actually
realized by the indemnified party arising 



 29
 






 



out of an indemnifiable Loss. The
indemnifying party and the indemnified party shall cooperate in good faith in
providing each other the information necessary to determine the Tax benefits,
as the case may be, in each case. The indemnified party shall use its
commercially reasonable efforts to pursue payment under or from any insurer or
third-party in respect of such Losses. While its indemnification obligations
under this Article VII remain in
effect, Buyer shall maintain insurance on the Stations and their assets in
amounts and types substantially comparable to that maintained on other radio
stations owned by Buyer and its Affiliates.


7.5          Sole Remedy.  After the Closing, and except with respect to
common law fraud or willful misconduct, the right to indemnification under this
Article VII shall be the exclusive
remedy of any party in connection with any breach or default by another party
under this Agreement, any Buyer Ancillary Agreement or any Seller Ancillary Agreement,
provided that nothing in this Section 7.5
shall limit a party’s right to seek equitable relief in connection with the
non-performance of any agreement or covenant contained in this Agreement, any
Buyer Ancillary Agreement or Seller Ancillary Agreement that contemplates
performance after the Closing. Neither party shall have any liability to the
other party under any circumstances for special, indirect, consequential,
punitive or exemplary damages, or lost profits, diminution in value or any
damages based on any type of multiple of any Indemnified Party.


ARTICLE VIII

TERMINATION RIGHTS


8.1          Termination.


(a)           This Agreement may be
terminated prior to Closing by either Buyer or Seller upon written notice to
the other following the occurrence of any of the following:


(i)            if the other party is in material breach or
default of this Agreement or does not perform in all material respects the
obligations to be performed by it under this Agreement on the Closing Date such
that the conditions set forth in Sections
5.1(a) and 5.2(a), as
applicable, would not be satisfied and such breach or default has not been
waived by the party giving such termination notice;


(ii)           if there shall be any Law that prohibits
consummation of the sale of the Stations or if a Governmental Authority of
competent jurisdiction shall have issued a final, nonappealable Government
Order enjoining or otherwise prohibiting consummation of the sale of the
Stations;


(iii)          if the FCC denies the FCC Application;


(iv)          if the Closing has not occurred by the date
that is 18 months from the date of this Agreement (the “Upset Date”); or


(v)           as provided by Section 4.9 (Environmental).


(b)           This Agreement may be
terminated prior to Closing by mutual written consent of Buyer and Seller.



 30
 






 



(c)           If either party
believes the other to be in breach or default of this Agreement, the
non-defaulting party shall, prior to exercising its right to terminate under Section 8.1(a)(i), provide the defaulting
party with notice specifying in reasonable detail the nature of such breach or
default. Except for a failure to pay the Purchase Price, the defaulting party
shall have 20 days from receipt of such notice to cure such default; provided,
however, that if the breach or default is incapable of cure within such
20-day period, the cure period shall be extended, as long as the defaulting
party is diligently and in good faith attempting to effectuate a cure, provided
that in no event shall such cure period extend beyond the date which would
otherwise have been the Closing Date in the absence of such breach or default. Nothing
in this Section 8.1(c) shall be
interpreted to extend the Upset Date.


(d)           If this Agreement is
terminated by Seller pursuant to Section
8.1(a)(i), then Seller shall be entitled to an amount equal to 10%
of the Purchase Price as liquidated damages. If Buyer contests Seller’s right
to liquidated damages, then the prevailing party in any Action initiated by
Seller to enforce its rights to liquidated damages shall be entitled to payment
by the other party of the reasonable attorneys’ fees incurred by the prevailing
party in such Action. The parties understand and agree that the amount of
liquidated damages represents Seller’s and Buyer’s reasonable estimate of
actual damages and does not constitute a penalty. Notwithstanding any other
provision of this Agreement to the contrary, in the event that Seller
terminates this Agreement pursuant to Section
8.1(a)(i), the payment
of 10% of the Purchase Price, together with any attorneys’ fees pursuant to
this Section 8.1(d), shall be
Seller’s sole and exclusive remedy for damages of any nature or kind that
Seller may suffer as a result of Buyer’s breach or default under this
Agreement.


8.2          Effect of Termination. In the event of a valid termination of
this Agreement pursuant to Section 8.1,
this Agreement (other than Sections 4.3(c) and 4.3(d), this Article VIII and Sections
10.1, 10.2, 10.3, 10.4, 10.5, 10.7 and 10.8, which shall remain in full force and effect) shall
forthwith become null and void, and no party hereto (nor any of their
respective Affiliates, directors, officers or employees) shall have any
liability or further obligation, except as provided in this Article VIII; provided,  however,
that nothing in this Section 8.2 shall
(subject to the limitations in Section 8.1(d))
relieve any party from liability for any breach of this Agreement prior to
termination. A termination of this Agreement shall not terminate the Local
Marketing Agreement nor affect the parties rights and obligations thereunder.


8.3          Specific Performance.  In the event of failure or threatened
failure by either party to comply with the terms of this Agreement, the other
party shall be entitled to an injunction restraining such failure or threatened
failure and, subject to obtaining any necessary FCC consent, to enforcement of
this Agreement by a decree of specific performance requiring compliance with
this Agreement; provided,
however, that, if prior to Closing Seller terminates this Agreement pursuant to
Section 8.1(a)(i), then Seller’s
sole remedy shall be termination of this Agreement, receipt of the liquidated
damages and the payment of any attorney’s fees pursuant to Section 8.1(d), except for any failure by
Buyer to comply with its obligations related to confidentiality, as to which
Seller shall be entitled to all available rights and remedies, including
without limitation specific performance. The parties acknowledge that the
Stations are unique properties as to which an adequate remedy at law may not
exist. Each party waives any requirement that the other party post a bond or
other security in connection with pursuing 



 31
 






 



equitable or injunctive relief under this
Agreement. As a condition to seeking specific performance of Seller’s
obligation to consummate the assignment of the Station Assets to Buyer, Buyer
shall not be required to have tendered the Purchase Price, but shall be ready,
willing and able to do so.


ARTICLE IX

TAX MATTERS


9.1          Bulk Sales.  Seller and Buyer hereby waive compliance with
the provisions of any applicable bulk sales law and no representation, warranty
or covenant contained in this Agreement shall be deemed to have been breached
as a result of such non-compliance.


9.2          Transfer Taxes.  Transfer Taxes arising out of or in connection
with the transactions effected pursuant to this Agreement shall be paid both
equally by Buyer and Seller. The party with primary responsibility under
applicable Law for the payment of any particular Transfer Tax shall prepare and
file the relevant Tax Return and notify the other party in writing of the Transfer
Taxes shown on such Tax Return. Such other party shall pay an amount equal to
one-half of the amount of such Transfer Taxes shown on such Tax Return in
immediately available funds no later than the date that is the later of (a)
five Business Days after the date of such notice or (b) two Business Days prior
to the due date for such Transfer Taxes.


9.3          Taxpayer Identification
Numbers.  The taxpayer identification
numbers of Buyer and Seller are set forth on Schedule 9.3.


ARTICLE X

OTHER PROVISIONS


10.1        Expenses.  Except as otherwise provided herein or in the
Local Marketing Agreement, each party shall be solely responsible for and shall
pay all costs and expenses incurred by it in connection with the negotiation,
preparation and performance of and compliance with the terms of this Agreement.


10.2        Benefit and Assignment.


(a)           This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns. Neither party may assign its rights under
this Agreement without the other party’s prior written consent, which consent
may not be unreasonably conditioned, withheld or delayed.


(b)           Notwithstanding
anything above to the contrary, either Buyer or Seller may, without the other
party’s consent, (i) assign any or all of its rights and obligations under this
Agreement to one or more Affiliates, provided that such assignment does not
delay the receipt of the FCC Consent or the Closing and the assigning party is
not relieved of liability under this Agreement, or (ii) assign any or all of
its rights but not its obligations under this Agreement to any “qualified
intermediary” as defined in Treas. Reg. Sec. 1.1031(k) 1(g)(4) or to any
exchange accommodation titleholder as described in Revenue Procedure 2000-37 (“EAT”) (but any such assignment shall not
relieve a party of its obligations under this Agreement), 



 32
 






 



provided that such assignment does not delay
the Closing. If Buyer or Seller gives notice of an assignment pursuant to this Section 10.2(b), the other party shall
cooperate with all reasonable requests of Buyer or Seller, as the case may be,
and the qualified intermediary or EAT in arranging and effecting the deferred
like-kind exchange as one which qualifies under Section 1031 of the Code. Without
limiting the generality of the foregoing, Buyer or Seller, as the case may be,
shall provide the other party with a written acknowledgement of such notice
prior to Closing, Buyer shall pay the Purchase Price (or such portion thereof
as is designated in writing by the qualified intermediary) to or on behalf of
the qualified intermediary at Closing and Seller shall convey the Station
Assets (or such portion thereof as is designated in writing by the qualified
intermediary) to or on behalf of the qualified intermediary at Closing.


10.3        No Third Party
Beneficiaries.  Nothing herein,
express or implied, shall be construed to confer upon or give to any other
Person other than the parties hereto or their permitted successors or assigns,
any rights or remedies under or by reason of this Agreement.


10.4        Entire Agreement; Waiver;
Amendment.  This Agreement, the
Confidentiality Agreement, the Buyer Ancillary Agreements, the Seller Ancillary
Agreements and the exhibits and schedules hereto and thereto constitute the
entire agreement of the parties hereto with respect to the subject matter
hereof and thereof and supersede all prior agreements and undertakings, both
written and oral, between Seller and Buyer with respect to the subject matter
hereof and thereof, except as otherwise expressly provided herein. Any matter
that is disclosed in a schedule hereto in such a way as to make its relevance
to the information called for by another schedule readily apparent shall be
deemed to have been included in such other schedule, notwithstanding the
omission of an appropriate cross reference. No amendment, waiver of compliance
with any provision or condition hereof, or consent pursuant to this Agreement
shall be effective unless evidenced by an instrument in writing signed by the
party against whom enforcement of any waiver, amendment, change, extension or
discharge is sought. No failure or delay on the part of Buyer or Seller in
exercising any right or power under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power,
or any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power.


10.5        Headings.  The headings set forth in this Agreement are
for convenience only and will not control or affect the meaning or construction
of the provisions of this Agreement.


10.6        Computation of Time.  If after making computations of time provided
for in this Agreement, a time for action or notice falls on Saturday, Sunday or
a Federal holiday, then such time shall be extended to the next Business Day.


10.7        Governing Law; Waiver of
Jury Trial.  The construction and
performance of this Agreement shall be governed by the law of the State of New
York without regard to its principles of conflict of law. The exclusive forum
for the resolution of any disputes arising hereunder shall be the federal or
state courts located in New York, New York, and each party irrevocably waives
the reference of an inconvenient forum to the maintenance of any such action or
proceeding. BUYER AND SELLER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL
BY JURY IN ANY LEGAL ACTION OR 



 33
 






 



PROCEEDING RELATING IN ANY WAY TO THIS
AGREEMENT, INCLUDING ANY COUNTERCLAIM MADE IN SUCH ACTION OR PROCEEDING, AND
AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE DECIDED SOLELY BY A JUDGE. Buyer
and Seller hereby acknowledge that they have each been represented by counsel
in the negotiation, execution and delivery of this Agreement and that their
lawyers have fully explained the meaning of the Agreement, including in
particular the jury-trial waiver.


10.8        Construction.  Any question of doubtful interpretation shall
not be resolved by any rule providing for interpretation against the party who causes
the uncertainty to exist or against the drafter of this Agreement.


10.9        Notices.  Any notice, demand or request required or
permitted to be given under the provisions of this Agreement shall be in
writing, addressed to the following addresses, or to such other address as any
party may request in writing.


If to Seller:


CBS
Radio Inc.


1515
Broadway, 46th Floor


New
York, NY 10036


Attention:  Walter Berger


Facsimile:  (212) 846-3999


With a copy, which shall
not constitute notice, to:


CBS Corporation

51 W. 52nd Street

New York, NY 10019

Attention: General Counsel

Facsimile: (212) 975-4215



and



Leventhal Senter & Lerman PLLC

2000 K Street, N.W.

Suite 600

Washington, DC 20006-1809

Attention: Steven A. Lerman, Esq.

Facsimile: (202) 293-7783


If to Buyer:


Entercom Communications Corp.

401 City Avenue, Suite 809

Bala Cynwyd, PA 19004-1121

Attention:  David J. Field

Facsimile:  610-660-5661



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With a copy, which shall not constitute notice, to:


Entercom Communications Corp.

401 City Avenue, Suite 809

Bala Cynwyd, PA 19004-1121

Attention:  John C. Donlevie, Esq.

Facsimile:  610-660-5641


and


Latham & Watkins LLP

555 11th Street, NW

Washington, DC 20004

Attention:  David D. Burns, Esq.

Facsimile:  202-637-2201


Any such notice, demand
or request shall be deemed to have been duly delivered and received (a) on the
date of personal delivery, or (b) on the date of transmission, if sent by
facsimile and received prior to 5:00 p.m. in the place of receipt (but only if
a hard copy is also sent by overnight courier), or (c) on the date of receipt,
if mailed by registered or certified mail, postage prepaid and return receipt
requested, or (d) on the date of a signed receipt, if sent by an overnight
delivery service, but only if sent in the same manner to all persons entitled
to receive notice or a copy.


10.10      Severability.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced because of any Law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
adverse to either party hereto. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated hereby be
consummated as originally contemplated to the greatest extent possible.


10.11      Counterparts.  This Agreement may be executed in one or more
counterparts, each of which will be deemed an original and all of which
together will constitute one and the same instrument. Facsimile or other
electronically delivered copies of signature pages to this Agreement, any Buyer
Ancillary Agreement, any Seller Ancillary Agreement or any other document or
instrument delivered pursuant to this Agreement shall be treated as between the
parties as original signatures for all purposes.


ARTICLE XI

DEFINITIONS


11.1        Defined Terms.  Unless otherwise stated in this Agreement, the
following terms when used herein shall have the meanings assigned to them below
(such meanings to be equally applicable to both the singular and plural forms
of the terms defined).



 35
 






 



“Accounting Firm” means (a) an independent certified public accounting
firm in the United States of national recognition (other than a firm that then
serves as the independent auditor for Seller, Buyer or any of their respective
Affiliates) mutually acceptable to Seller and Buyer or (b) if Seller and Buyer
are unable to agree upon such a firm, then the regular independent auditors for
Seller and Buyer shall mutually agree upon a third independent certified public
accounting firm, in which event, “Accounting Firm” shall mean such third firm.


“Action” means any claim, action, suit,
arbitration, inquiry, proceeding or investigation by or before any Governmental
Authority.


“Affiliate” means, with respect to any Person, any other Person directly or
indirectly Controlling, Controlled by or under common Control with such Person,
provided that, with respect to Seller, Affiliate means CBS Corporation and any
other Person that is directly or indirectly through one or more intermediaries
controlled by CBS Corporation.


“Agreement” shall mean this Asset Purchase Agreement, including the exhibits and
schedules hereto.


“Antitrust Laws” means the Sherman
Act, as amended, the Clayton Act, as amended, the HSRA, the Federal Trade
Commission Act, as amended, and all other federal, state and foreign, if any,
Laws that are designed or intended to prohibit, restrict or regulate actions
having the purpose or effect of monopolization or restraint of trade or
lessening of competition through merger or acquisition.


“Appraisal” shall have the meaning set forth in Section 1.9.


“Assumed Obligations” shall have the meaning set forth in Section 1.3.


“Business Day,” whether or not capitalized,
shall mean every day of the week excluding Saturdays, Sundays and Federal
holidays.


“Buyer” shall
have the meaning set forth in the Preamble to this Agreement.


“Buyer Ancillary Agreements” shall have the meaning set forth in Section 3.2(a).


“Buyer Indemnified Parties” shall have the meaning set forth in Section 7.2(a).


“Buyer Material Adverse Effect” means a material adverse effect on the
ability of Buyer to perform its obligations under this Agreement or any Buyer
Ancillary Agreement.


“CBS Radio” shall have the meaning set forth in the Preamble to this
Agreement.


“Claim” shall
have the meaning set forth in Section 7.3.


“Closing” shall have the meaning set forth in Section 1.6.


“Closing Date” shall have the meaning set forth in Section 1.6.



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


“Communications Act” shall have the meaning
set forth in Section 2.7(c).


“Confidentiality Agreement” shall have the meaning set forth in Section 4.3(c).


“Control” means, as to any Person, the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract or
otherwise. The terms “Controlled” and “Controlling” shall have a correlative
meaning.


“Damaged Asset” shall have the meaning set
forth in Section 4.4.


“DOJ” shall have the meaning set forth in Section 4.1(e).


“EAT” shall
have the meaning set forth in Section 10.2.


“Effective Time” shall have the meaning set forth in Section 1.6.


“Employment Commencement Date” shall have the meaning set forth in Section 4.7.


“Environmental Condition” shall have the
meaning set forth in Section 4.9.


“Environmental
Laws” shall
have the meaning set forth in Section 2.12.


“Environmental
Reviews” shall
have the meaning set forth in Section 4.9.


“ERISA” shall mean the Employment
Retirement Income Security Act of 1974, as amended.


“Excluded Assets” shall have the meaning set forth
in Section 1.2.


“FCC”
shall have the meaning set forth in the Recitals to this Agreement.


“FCC Application” shall mean the application or applications that
Seller and Buyer must file with the FCC requesting its consent to the
assignment of the FCC Licenses.


“FCC Consent” shall mean the initial action by the FCC granting
the FCC Application.


“FCC Licenses” shall have the meaning set forth in Section 1.1(a).


“Final Order” means an action by the FCC (a) that has not been
vacated, reversed, stayed, enjoined, set aside, annulled or suspended, (b) with
respect to which no request for stay, motion or petition for rehearing,
reconsideration or review, or application or request for review or notice of
appeal or sua sponte review by
the FCC is pending, and (c) as to which the 



 37














 


time for filing
any such request, motion, petition, application, appeal or notice, and for the
entry of orders staying, reconsidering or reviewing on the FCC’s own motion has
expired.


“FTC” shall
have the meaning set forth in Section 4.1(e).


“GAAP” means
United States generally accepted accounting principles as in effect as of the
date hereof, consistently applied.


“Governmental Authority” means any federal, state or local
or any foreign government, legislature, governmental, regulatory or
administrative authority, agency or commission or any court, tribunal, or
judicial or arbitral body.


“Governmental Order” means any order, writ, judgment,
injunction, decree, stipulation, determination or award entered by or with any
Governmental Authority.


“Group Contracts” means contracts that contemplate the provision of
the products and services to or by another station or business of the Seller or
any of its Affiliates other than or in addition to the Stations.


“HSRA” means
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.


“Illinois CBS Radio” shall have the meaning set forth
in the Preamble to this Agreement.


“Intangible Property” shall have the meaning set forth
in Section 1.1(d).


“KJCE Transmitter Site” shall have the meaning set forth in Section 2.11.


“Law” means any United States
(federal, state, local) or foreign statute, law, ordinance, regulation, rule,
code, order, judgment, injunction or decree.


“Leased Real
Property” shall have the meaning set forth in Section 2.11.


“Liens” shall
have the meaning set forth in Section  1.1.


“LMA Commencement Date” shall have the
meaning set forth in Section 1.2(c).


“Local Marketing Agreement” shall have the meaning set forth
in the Recitals to this Agreement.


“Losses” shall have the meaning set
forth in Section 7.2(a).


“Notice of Disagreement” shall have
the meaning set forth in Section 1.7(g).


“Owned Real
Property” shall have the meaning set forth in Section 2.11.



 38
 






 



“Permitted Liens” means, as to any property or asset or as to the
Stations, (a) the Assumed Obligations, (b) Liens for Taxes, assessments and
other governmental charges not yet due and payable; (c) zoning laws and
ordinances and similar Laws that are not violated by any existing improvement
or that do not prohibit the use of the Real Property as currently used in the
operation of the Stations; (d) any right reserved to any Governmental Authority
to regulate the affected property (including restrictions stated in the
permits); (e) in the case of any leased asset, (1) the rights of any lessor
under the applicable lease agreement or any Lien granted by any lessor and (2)
the rights of the grantor of any easement or any Lien granted by such grantor
on such easement property; (f) easements, rights of way, restrictive covenants
and other encumbrances, encroachments or other similar matters affecting title
that do not materially adversely affect title to the property subject thereto
or impair the continued use of the property in the ordinary course of business
of the Stations; (g) inchoate materialmen’s, mechanics’, workmen’s, repairmen’s
or other like Liens arising in the ordinary course of business, which Liens are
released at or prior to Closing, are the subject of a proration adjustment in
favor of Buyer pursuant to Section 1.7 or
are Retained Liabilities; and (h) any state of facts an accurate survey would
show, provided same does not render title unmarketable, materially decrease the
value of the property, or prevent the Real Property from being utilized in
substantially the same manner currently used.


“Person” means any natural person, general or limited partnership,
corporation, limited liability company, firm, association, trust or other legal
entity or organization, including a government or political subdivision or an
agency or instrumentality thereof.


“Prorated Assumed Obligations” shall have the meaning set forth
in Section 1.7(a).


“Prorated Station Assets” shall have the meaning set forth
in Section 1.7(a).


“Public Filings” shall have the meaning set forth in Section 4.11.


“Purchase Price” shall have the meaning set forth in Section 1.5.


“Real Property” shall have the meaning set forth in Section 1.1(f).


“Real Property Leases” shall have the meaning set forth
in Section 2.11.


“Reference Financial Statements” shall have the meaning set forth
in Section 2.6.


“Retained Liabilities” shall have the meaning set forth
in Section  1.4.


“Seller” shall have the meaning set forth in the Preamble to this
Agreement.


“Seller Ancillary Agreements” shall have the meaning set forth
in Section 2.2(a).


“Seller Indemnified Parties” shall have the meaning set forth
in Section 7.2(b).



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“Seller Material Adverse Effect” means a material adverse effect
on: (a) the ability of Seller to perform its obligations under this Agreement
or any Seller Ancillary Agreement or (b) the condition (financial or
otherwise), assets, results of operations of the business and operations of the
Stations, or the Station Assets, taken as a whole; provided, however, that
Seller Material Adverse Effect shall not include any material adverse effect to
the extent attributable to (i) any change or development generally applicable
to the radio broadcast industry (including legislative or regulatory matters),
(ii) general economic conditions, including any downturn caused by terrorist
activity or a natural disaster, such as an earthquake or hurricane, or (iii)
any public announcement of the transactions contemplated by this Agreement.


“Settlement Statement” shall have the meaning set forth
in Section  1.7(e).


“Station” or “Stations” shall have the meaning set forth in the Recitals to this
Agreement.


“Station Assets” shall have the meaning set forth in Section 1.1.


“Station Contracts” shall have the meaning set forth
in Section  1.1(c).


“Station Employees” means all persons
employed by Seller primarily in the conduct and operation of the Stations.


“Tangible Personal Property” shall have the meaning set forth
in Section 1.1(b).


“Tax” or
“Taxes” means all federal, state, local or
foreign income, excise, gross receipts, ad valorem, sales, use, employment,
franchise, profits, gains, property, transfer, use, payroll, intangible or
other taxes, fees, stamp taxes, duties, charges, levies or assessments of any
kind whatsoever (whether payable directly or by withholding), together with any
interest and any penalties, additions to tax or additional amounts imposed by
any Tax authority with respect thereto.


“Tax Returns” means all returns and reports (including elections,
declarations, disclosures, schedules, estimates and information returns)
required to be supplied to a Tax authority relating to Taxes.


“Texas CBS Radio” shall have the meaning set forth in the Preamble to
this Agreement.


“To Buyer’s knowledge” or any variant thereof shall mean
to the actual knowledge, after reasonable inquiry, of any of Buyer’s president,
Buyer’s chief financial officer and Buyer’s general counsel.


“To Seller’s knowledge” or any variant thereof shall mean
to the actual knowledge, after reasonable inquiry, of any of Seller’s chief
executive officer, Seller’s chief financial officer, Seller’s director of
engineering, Seller’s regional vice presidents and regional 



 40
 






 



engineers with
responsibility for the Stations, and Seller’s general managers for each of the
Stations.


“Tradeout Agreement” means, as to a Station, any
contract, agreement or commitment, oral or written, pursuant to which Seller
has agreed to sell or trade commercial air time or commercial production
services of such Station in consideration for any property or service in lieu
of or in addition to cash.


“Transferred Employees” shall have the meaning set forth
in Section 4.7(b).


“Transfer Taxes” means all excise, sales, use, value added,
registration stamp, recording, documentary, conveyancing, franchise, property,
transfer and similar Taxes, levies, charges and fees.


“Upset Date” shall have the meaning set forth in Section 8.1(a)(iv).


“WMC
Transmitter Site” shall have the meaning set forth in Section 2.11.


11.2        Terms Generally. The term “or” is
disjunctive; the term “and” is conjunctive. The term “shall” is
mandatory; the term “may” is permissive. Masculine terms apply to
females; feminine terms apply to males. The term “include,” “includes” or “including” is by way of example and not limitation.


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the date
first written above.


	
  

  	
  CBS RADIO STATIONS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TEXAS CBS RADIO L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  CBS Radio of Portland Inc.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CBS RADIO INC. OF ILLINOIS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ENTERCOM COMMUNICATIONS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


SIGNATURE PAGE TO CBS AUSTIN, MEMPHIS &
CINCINNATI


ASSET
PURCHASE AGREEMENT










 



LIST OF SCHEDULES


Schedule
1.1(a) – FCC Licenses


Schedule
1.1(c) – Station Contracts


Schedule
1.1(d) – Intangible Property


Schedule
1.1(f) – Real Property


Schedule
1.2(k) – Excluded Marks


Schedule
1.2(s) – Excluded Contracts


Schedule
2.4 – Seller Noncontravention


Schedule
2.6 – Financial Statements


Schedule
2.7 – FCC License Exceptions


Schedule 2.7(a) – Conditions on FCC Licenses


Schedule 2.7(b) –
Pending FCC Applications


Schedule 2.7(c) –
Compliance with Communications Act and FCC Licenses


Schedule 2.7(d) –
Pending Petitions, Complaints, Etc.


Schedule
2.8(a) – Exception to Title of Tangible Personal Property


Schedule
2.8(b) – Condition of Tangible Personal Property


Schedule
2.10 – Exceptions as to Intangible Property


Schedule
2.11 – Real Property


Schedule
2.12 – Environmental


Schedule
2.13(a) – Employee Information


Schedule
2.13(b) – Employee Labor and Collective Bargaining Agreements


Schedule
2.14 – Compliance with Laws


Schedule
2.16 – Transfer of Assets


Schedule
3.4 – Buyer Noncontravention


Schedule
3.6 – Buyer FCC Qualifications










 



Schedule
4.2 –Repairs and Capital Projects


Schedule
4.8 – Title Insurance; Surveys


Schedule
5.1(b) – Governmental Consents


Schedule
9.3 – Taxpayer Identification Numbers