Exhibit 10.02


EXECUTION COPY


 


ASSET
PURCHASE AGREEMENT


between


CBS
RADIO STATIONS INC.


and


ENTERCOM
COMMUNICATIONS CORP.















 


TABLE OF
CONTENTS


	
  

  	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I ASSETS TO BE CONVEYED

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Station Assets

  	
  1

  
	
  1.2

  	
  Excluded Assets

  	
  3

  
	
  1.3

  	
  Assumption of Obligations

  	
  4

  
	
  1.4

  	
  Retained Liabilities

  	
  5

  
	
  1.5

  	
  Purchase Price

  	
  5

  
	
  1.6

  	
  Closing

  	
  5

  
	
  1.7

  	
  General Proration.

  	
  5

  
	
  1.8

  	
  Accounts Receivable

  	
  8

  
	
  1.9

  	
  Allocation

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER

  	
  9

  
	
   

  	
   

  
	
  2.1

  	
  Existence and Power

  	
  9

  
	
  2.2

  	
  Corporate Authorization

  	
  9

  
	
  2.3

  	
  Governmental Authorization

  	
  9

  
	
  2.4

  	
  Noncontravention

  	
  9

  
	
  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

  	
  12

  
	
  2.15

  	
  Taxes

  	
  12

  
	
  2.16

  	
  Sufficiency and Title to Station Assets

  	
  12

  
	
  2.17

  	
  No Finder

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III REPRESENTATIONS AND WARRANTIES OF BUYER

  	
  13

  
	
   

  	
   

  
	
  3.1

  	
  Existence

  	
  13

  
	
  3.2

  	
  Corporate Authorization and Power

  	
  13

  
	
  3.3

  	
  Governmental Authorization

  	
  13

  
	
  3.4

  	
  Noncontravention

  	
  13

  
	
  3.5

  	
  Absence of Litigation

  	
  14

  
	
  3.6

  	
  FCC Qualifications

  	
  14

  
	
  3.7

  	
  Financing

  	
  14

  
	
  3.8

  	
  No Finder

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV COVENANTS

  	
  14

  
	
   

  	
   

  
	
  4.1

  	
  Governmental Approvals

  	
  14

  
	
  4.2

  	
  Conduct of Business.

  	
  16

  
	
  4.3

  	
  Access to Information; Inspections; Confidentiality;
  Publicity

  	
  18

  
	
  4.4

  	
  Risk of Loss

  	
  18

  
	
  4.5

  	
  Consents to Assignment; Estoppel Certificates

  	
  19

  
	
  4.6

  	
  Notification

  	
  19

  



 



 i
  
 






 



 


	
  4.7

  	
  Employee Matters

  	
  19

  
	
  4.8

  	
  Further Assurances

  	
  21

  
	
  4.9

  	
  Public Filings

  	
  21

  
	
  4.10

  	
  No Solicitation

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE V CONDITIONS PRECEDENT

  	
  22

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  To Buyer’s Obligations

  	
  22

  
	
  5.2

  	
  To Seller’s Obligations

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI DOCUMENTS TO BE DELIVERED AT THE CLOSING

  	
  24

  
	
   

  	
   

  
	
  6.1

  	
  Documents to be Delivered by Both Parties

  	
  24

  
	
  6.2

  	
  Documents to be Delivered by Seller

  	
  24

  
	
  6.3

  	
  Documents to be Delivered by Buyer

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII SURVIVAL; INDEMNIFICATION

  	
  25

  
	
   

  	
   

  
	
  7.1

  	
  Survival

  	
  25

  
	
  7.2

  	
  Indemnification

  	
  25

  
	
  7.3

  	
  Procedures

  	
  26

  
	
  7.4

  	
  Computation of Indemnifiable Losses

  	
  27

  
	
  7.5

  	
  Sole Remedy

  	
  27

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII TERMINATION RIGHTS

  	
  27

  
	
   

  	
   

  
	
  8.1

  	
  Termination

  	
  27

  
	
  8.2

  	
  Effect of Termination

  	
  28

  
	
  8.3

  	
  Specific Performance

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX TAX MATTERS

  	
  29

  
	
   

  	
   

  
	
  9.1

  	
  Bulk Sales

  	
  29

  
	
  9.2

  	
  Transfer Taxes

  	
  29

  
	
  9.3

  	
  Taxpayer Identification Numbers

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE X OTHER PROVISIONS

  	
  29

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  Expenses

  	
  29

  
	
  10.2

  	
  Benefit and Assignment

  	
  29

  
	
  10.3

  	
  No Third Party Beneficiaries

  	
  30

  
	
  10.4

  	
  Entire Agreement; Waiver; Amendment

  	
  30

  
	
  10.5

  	
  Headings

  	
  30

  
	
  10.6

  	
  Computation of Time

  	
  30

  
	
  10.7

  	
  Governing Law; Waiver of Jury Trial

  	
  30

  
	
  10.8

  	
  Construction

  	
  31

  
	
  10.9

  	
  Notices

  	
  31

  
	
  10.10

  	
  Severability

  	
  32

  
	
  10.11

  	
  Counterparts

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI DEFINITIONS

  	
  33

  
	
   

  	
   

  
	
  11.1

  	
  Defined Terms

  	
  33

  
	
  11.2

  	
  Terms Generally

  	
  38

  




 ii














 


ASSET PURCHASE AGREEMENT


This ASSET PURCHASE AGREEMENT, made as of the 18th day of August, 2006, is between CBS Radio
Stations Inc., a Delaware corporation (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”):


WCMF-FM, Rochester, New
York (Facility ID No. 1905)


WPXY-FM, Rochester, New
York (Facility ID No. 53966)


WRMM-FM, Rochester, New
York (Facility ID No. 1907)


WZNE(FM), Brighton, New
York (Facility ID No. 6859)


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.


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”);


(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.



 2
  
 






 



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)           all
accounts receivable existing at the Effective Time (the “Accounts
Receivable”), 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;


(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 



 3
 






 



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 Rochester, New York 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).


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 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).



 4
 






 



1.4          Retained Liabilities.  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
$42,000,000 (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”).


1.7          General Proration.


(a)           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”).  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)           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 



 5
 






 



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
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.



 6
 






 



(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 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.



 7
 






 



1.8          Accounts Receivable.


(a)           At the Effective Time,
Seller shall designate Buyer as its agent solely for the purpose of collecting
the Accounts Receivable.  Seller shall
deliver to Buyer, on or immediately after the Effective Time, a statement of
the Accounts Receivable.  Buyer shall use
commercially reasonable efforts in the ordinary course of business to collect
the Accounts Receivable during the period (the “Collection
Period”) beginning at the Effective Time and ending on the 120th day following the Effective Time consistent
with Buyer’s practices for collection of its accounts receivable.  Any payment received by Buyer (i) at any time
following the Effective Time, (ii) from a customer of the Stations after the
Effective Time that was also a customer of the Stations prior to the Effective
Time and that is obligated with respect to any Accounts Receivable and (iii)
that is not designated as a payment of a particular invoice or invoices or as a
security deposit or other prepayment, shall be presumptively applied to the
accounts receivable for such customer outstanding for the longest amount of
time and, if such accounts receivable shall be an Accounts Receivable, remitted
to Seller in accordance with Section 1.8(b);
provided further, however, that if, prior to the Effective Time, Seller or,
after the Effective Time, Seller or Buyer received or receives a written notice
of dispute from a customer with respect to an Accounts Receivable that has not
been resolved, then Buyer shall apply any payments from such customer to such
customer’s oldest, non-disputed accounts receivable, whether or not an Accounts
Receivable.  Buyer shall not refer any of
the Accounts Receivable to a collection agency or to an attorney for
collection.


(b)           On or before the 10th day following the end of each calendar month
in the Collection Period, Buyer shall deposit into an account identified by
Seller the amounts collected during the preceding month of the Collection
Period with respect to the Accounts Receivable in immediately available funds
by wire transfer.  Buyer shall furnish
Seller with a list of the amounts collected during such calendar month and in
any prior calendar months with respect to the Accounts Receivable and a
schedule of the amount remaining outstanding under each particular account.  Following the Collection Period, Seller shall
be entitled to inspect and/or audit the records maintained by Buyer pursuant to
this Section 1.8, upon reasonable
advance notice and during normal business hours.


(c)           Following the
expiration of the Collection Period, Buyer shall have no further obligations
under this Section 1.8, except
that Buyer shall promptly pay over to Seller any amounts subsequently paid to
it with respect to any Accounts Receivable. 
Following the Collection Period, Seller may pursue collections of all
the Accounts Receivable, and Buyer shall deliver to Seller all files, records,
notes and any other materials relating to the Accounts Receivable and shall
otherwise cooperate with Seller for the purpose of collecting any outstanding
Accounts Receivable.


(d)           If Buyer fails to remit
any amounts collected pursuant to this Section
1.8, such amount shall bear interest 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 date such amount was due until the date of actual payment.


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, 



 8














 


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.  Seller is a corporation
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 power and authority 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 powers and have been duly authorized by all requisite
corporate action 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).


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 



 9
 






 



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 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.



 10
 






 



(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.  Schedule 1.1(f) includes a list of
each lease, sublease, license or similar agreement pertaining to the Real
Property (the “Real Property Leases”).  Seller
has good and valid leasehold interest in the Real Property conveyed by the Real
Property Leases or has a valid license to occupy the Real Property.  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.



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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, and (c) 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.


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.



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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 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) 



 13
 






 



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 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.



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(i)            The assignment of the FCC Licenses as
contemplated by this Agreement is subject to the prior consent and approval of
the FCC.  Within 10 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 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 waiting period
thereunder), with respect to the transactions contemplated hereby (i) within 30
days after execution of this Agreement, if it is determined that HSRA
notification with respect to this Agreement may be filed separately from the
HSRA notification with respect to the Asset Purchase Agreement of even date
herewith among Seller, Texas CBS Radio L.P., CBS Radio Inc. of Illinois and
Buyer (the “Multi-Market Purchase Agreement”) or
(ii) within five Business Days after execution of this Agreement, if a single
HSRA notification must be filed for both this Agreement and the Multi-Market
Purchase Agreement.  Buyer and Seller
each agree 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 is 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.


(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, 



 15
 






 



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 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;


(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;



 16
 






 



(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(a)(xix) or Section 4.5(b), shall require post-Closing
payments by Buyer of less than $250,000 (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;


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


(x)            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;


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


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


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


(xiv)        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;


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


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


(xvii)       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;



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(xviii)      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


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


(b)           Control of Stations.  Subject to the provisions of this Section 4.2, 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.


(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
Effective Time.  In the event of any
casualty loss or damage to the Station Assets prior to the Effective Time,
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 



 18














 


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 Closing, 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 Closing, a
Station is off the air or operating with a material reduction in coverage, then
Closing 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.


4.5          Consents to Assignment;
Estoppel Certificates. After
the execution of this Agreement and
prior to Closing, Seller shall use its commercially reasonable efforts to obtain
(a) any third-party consents necessary for the assignment of any Station
Contract or Real Property Lease and (b) 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, (i) 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 (ii) 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.


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 30 days prior to Closing, 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.  In
addition, Buyer agrees to use good faith efforts to notify Seller of the key
Station Employees to whom it intends to offer employment within 30 days of the
date of this Agreement, but failure to make such notification shall not
constitute a breach of this Agreement. 
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 



 19
 






 



agreement shall be an Excluded
Asset and shall not be assumed by Buyer. 
Prior to the Closing, 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 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 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 the Multi-Market Purchase Agreement.


(c)           With respect to the
Station Employees who accept Buyer’s offer of employment and are hired by Buyer
(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 



 20
 






 



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


4.9          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 



 21
 






 



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.


4.10        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 4.10
shall not apply to any discussions or negotiations involving the securities of
Seller or any Affiliate of Seller.


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:


(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 (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.



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(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 of Seller, 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.


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.



 23
 






 



(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.


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)            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; and


(g)           an opinion of counsel to Seller
substantially in the form attached hereto as Exhibit C.


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



 24
 






 



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


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


(c)           the Purchase Price.


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 



 25
 






 



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) 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.



 26
 






 



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 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; or


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



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


(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.


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 



 28














 


requirement that
the other party post a bond or other security in connection with pursuing
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, 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; provided, however, that Seller shall consent
to a partial assignment of the Buyer’s rights and obligations hereunder, to the
extent such assignment is necessary or appropriate for Buyer to comply with the
provisions of Section 4.1(a),
provided, that Buyer agrees in writing to remain ultimately liable for the
performance of such obligations and that such assignment shall not materially
delay the transactions contemplated by this Agreement.


(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 



 29
 






 



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), 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 



 30
 






 



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 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



 31
 






 



If
to Buyer:


Entercom
Communications Corp.

401 City Avenue, Suite 809

Bala Cynwyd, PA  19004-1121

Attention:  David J. Field

Facsimile:  610-660-5661


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.



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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).


“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.


“Accounts Receivable”
shall have the meaning set forth in Section 1.2(c).


“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).



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“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.


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


“Collection
Period” shall have
the meaning set forth in Section 1.8(a).


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


“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.



 34
 






 



“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 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.


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


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


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


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


“Multi-Market Purchase Agreement” shall
have the meaning set forth in Section 4.1(c).


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



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“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 4.9.


“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).



 36
 






 



“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.


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



 37
 






 



“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).


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]



 38














 


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:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ENTERCOM COMMUNICATIONS CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


SIGNATURE PAGE TO CBS ROCHESTER

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
2.12 – 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
5.1(b) – Governmental Consents


Schedule
9.3 – Taxpayer Identification Numbers