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Asset Purchase Agreement - Entertainment Communications Inc., Tuscaloosa Broadcasting Inc., Sinclair Radio of Portland Licensee Inc. and Sinclair Radio of Rochester Licensee Inc.

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                            ASSET PURCHASE AGREEMENT



                                      AMONG



                       ENTERTAINMENT COMMUNICATIONS, INC.,

                         TUSCALOOSA BROADCASTING, INC.,

                    SINCLAIR RADIO OF PORTLAND LICENSEE, INC.

                                       AND

                   SINCLAIR RADIO OF ROCHESTER LICENSEE, INC.











                                   DATED AS OF

                                JANUARY 26, 1998



<PAGE>



                                TABLE OF CONTENTS
                                -----------------

                                                                            PAGE

ARTICLE I.      DEFINITIONS..................................................  2

ARTICLE II.     SALE AND PURCHASE............................................  7

    2.1.        TRANSFER OF ASSETS...........................................  7
    2.2.        EXCLUDED ASSETS..............................................  9
    2.3.        PURCHASE PRICE............................................... 11
    2.4.        ESCROW....................................................... 11
    2.5.        PAYMENT...................................................... 11
    2.6.        ALLOCATION OF PURCHASE PRICE................................. 11
         
ARTICLE III.    LIABILITIES.................................................. 12

    3.1.        ASSUMPTION OF LIABILITIES BY ENTERCOM........................ 12
    3.2.        OTHER LIABILITIES............................................ 12
    3.3.        NON-ASSIGNABLE STATION CONTRACTS............................. 12
         
ARTICLE IV.     REPRESENTATIONS AND WARRANTIES............................... 13

    4.1.        SELLERS' REPRESENTATIONS..................................... 13
    4.2.        ENTERCOM'S REPRESENTATIONS................................... 22

ARTICLE V.      CONDITIONS................................................... 24

    5.1.        MUTUAL CONDITIONS............................................ 24
    5.2.        ENTERCOM'S CONDITIONS........................................ 25
    5.3.        SELLERS' CONDITIONS.......................................... 25
        
ARTICLE VI.     COVENANTS AND AGREEMENTS..................................... 26

    6.1.        AFFIRMATIVE COVENANTS OF SELLERS............................. 26
    6.2.        NEGATIVE COVENANTS OF SELLERS................................ 28
    6.3.        AFFIRMATIVE COVENANTS OF ENTERCOM............................ 28
    6.4.        MUTUAL COVENANTS OF SELLERS AND ENTERCOM..................... 29
    6.5.        NO CONTROL BY ENTERCOM....................................... 30

ARTICLE VII.    PREPARATION FOR CLOSING...................................... 30

    7.1.        APPLICATION TO COMMISSION.................................... 30
    7.2.        INSPECTION BY ENTERCOM....................................... 30
    7.3.        HART-SCOTT-RODINO NOTIFICATION............................... 31
         
ARTICLE VIII.   CLOSING...................................................... 31

    8.1.        CLOSING...................................................... 31
    8.2.        ADJUSTMENTS.................................................. 31
    8.3.        CLOSING DELIVERIES TO ENTERCOM............................... 33
    8.4.        CLOSING DELIVERIES TO SELLERS................................ 34
    8.5.        COVENANTS OF FURTHER ASSURANCE............................... 35
    8.6.        DAMAGE TO PROPERTY........................................... 35
    8.7.        TAXES ON TRANSACTION......................................... 35


                                       i

<PAGE>



ARTICLE IX.     TERMINATION, DEFAULT AND INDEMNIFICATION..................... 36

    9.1.        TERMINATION BY REASON OTHER THAN DEFAULT..................... 36
    9.2.        EFFECT OF TERMINATION BY REASON OTHER THAN
                     DEFAULT................................................. 36
    9.3.        DEFAULT...................................................... 36
    9.4.        REMEDIES OF SELLERS.......................................... 37
    9.5.        ENTERCOM'S REMEDIES.......................................... 37
    9.6.        LIQUIDATED DAMAGES NOT A PENALTY............................. 37
    9.7.        INDEMNIFICATION.............................................. 38

ARTICLE X.      GENERAL PROVISIONS........................................... 40

    10.1.       EXPENSES OF THE PARTIES...................................... 40
    10.2.       BROKERS...................................................... 40
    10.3.       SURVIVAL OF COVENANTS, REPRESENTATIONS AND
                WARRANTIES................................................... 40
    10.4.       AMENDMENT AND WAIVER......................................... 41
    10.5.       ASSIGNMENT................................................... 41
    10.6.       EFFECT OF THIS AGREEMENT..................................... 41
    10.7.       HEADINGS..................................................... 41
    10.8.       COUNTERPARTS................................................. 41
    10.9.       GOVERNING LAW................................................ 41
    10.10.      NOTICES...................................................... 41
    10.11.      STATION EMPLOYEES............................................ 43
    10.12.      SECTION 1031 ASSET EXCHANGE.................................. 43


                                       ii

<PAGE>



EXHIBITS

A          Form of Time Brokerage Agreement
B          Form of Sinclair Communications, Inc. Guarantee
C          Form of Escrow Agreement
D          Form of Indemnification Escrow Agreement
E          Forms of Bill of Sale and  Assignment of Assets,  Assignments  of FCC
           Licenses,   Assignment  of  Contracts  and  Leases,   and  Assumption
           Agreement
F          Form of Sellers' Corporate Legal Opinion
G          Form of Sellers' FCC Legal Opinion
H          Form of Entercom's Legal Opinion

SCHEDULES

2.1.1      FCC Licenses
2.1.2      Real and Leased Property
2.1.3      Tangible Personal Property
2.1.5      Program Contracts
2.1.6      Trade-out Agreements
2.1.8      Operating Contracts
2.1.9      Vehicles
2.2.11     Miscellaneous Excluded Assets
4.1.6      Changes or Events
4.1.7      Litigation
4.1.8      Permitted Encumbrances
4.1.9      FCC Matters
4.1.14     Employee Benefit Plans
4.1.15     Labor Relations
4.1.16     Environmental Matters
4.1.17     Insurance
4.1.19     Matters Regarding the Heritage Agreement
4.2.3      Entercom's Qualifications as Assignee


                                       iii

<PAGE>


                          ASSET PURCHASE AGREEMENT
                          ------------------------


             THIS ASSET  PURCHASE  AGREEMENT made and entered into this 26th day
of  January,  1998 by and  among,  TUSCALOOSA  BROADCASTING,  INC.,  a  Maryland
corporation  (hereinafter  "Tuscaloosa"),  SINCLAIR RADIO OF PORTLAND  LICENSEE,
INC., a Maryland  corporation  ("SRPLI"),  SINCLAIR RADIO OF ROCHESTER LICENSEE,
INC.,  a  Maryland  corporation  ("SRRLI"),  (Tuscaloosa,  SRPLI  and  SRRLI are
sometimes  collectively  referred  to herein as  "Sellers"),  and  ENTERTAINMENT
COMMUNICATIONS, INC., a Pennsylvania corporation (hereinafter "Entercom").

                              W I T N E S S E T H:
                              --------------------

             WHEREAS,  pursuant to authorizations duly granted and issued by the
Federal Communications Commission (the "Commission"),  certain subsidiaries (the
"Operating  Subsidiaries")  of HMC  Acquisition  Corp.,  a Delaware  corporation
("HMC" and collectively with the Operating  Subsidiaries,  "Heritage") presently
own  and  operate  radio  stations  KKSN(AM),  Vancouver,  Washington,  KKSN-FM,
Portland,  Oregon,  KKRH(FM),  Salem, Oregon,  WKLX(FM),  WBEE(FM) and WBBF(AM),
Rochester,  New York,  and  WQRV(FM),  Avon,  New York (each,  a  "Station"  and
collectively, the "Stations"); and

             WHEREAS, on August 20, 1997,  Heritage Media Corporation,  formerly
the  parent  of  the  Operating  Subsidiaries,  merged  with  and  into  HMC,  a
wholly-owned subsidiary of The News Corporation, Limited ("News Corp."); and

             WHEREAS,  Sinclair  Broadcast Group, Inc.  ("Sinclair") has agreed,
pursuant to an Asset Purchase Agreement, among Sinclair and certain subsidiaries
of Heritage,  dated as July 16, 1997 (as such agreement may be amended from time
to time, the "Heritage Agreement"),  to acquire the assets owned, leased or used
by Heritage or such  subsidiaries in connection with the business and operations
of the Stations and other radio and television stations; and

             WHEREAS,  Tuscaloosa, SRPLI and SRRLI are wholly-owned subsidiaries
of Sinclair and will acquire the Stations pursuant to one or more assignments of
Sinclair's rights and obligations under the Heritage  Agreement from Sinclair to
Tuscaloosa, SRPLI and SRRLI; and

             WHEREAS,  Entercom and Sellers  have  agreed,  subject to the prior
acquisition  of the Stations by Sellers,  prior  approval by the  Commission and
certain other conditions, to transfer and assign the assets, properties, rights,
privileges,  licenses and all other  authorizations  used in connection  with or
relating to the Stations from Sellers to Entercom as hereinafter set forth; and

             WHEREAS, Entercom may elect to accomplish such transfer in whole or
part as the acquisition of replacement property in a deferred like-kind exchange
under Section 1031 of the Code; and

<PAGE>


             WHEREAS,  concurrently  with the execution of this  Agreement,  (i)
Entercom and Sellers are entering into a Time Brokerage Agreement  substantially
in the form of Exhibit A hereto (the "TBA")  providing for the  programming  and
sale  by  Entercom,   upon  the  acquisition  by  Sellers  of  the  Station,  of
substantially  all of the  broadcast  time  available  on the  Stations and (ii)
Sinclair   Communications,   Inc.,  a  Maryland   corporation  and  wholly-owned
subsidiary of Sinclair ("SCI"),  is delivering a guarantee  substantially in the
form of Exhibit B hereto  (the  "Sinclair  Guarantee")  of  certain of  Sellers'
obligations under this Agreement.

             NOW,  THEREFORE,  in  consideration  of the mutual  promises herein
contained and of the  representations  and warranties  hereinafter set forth and
for other good and valuable consideration,  the parties, intending to be legally
bound hereby, agree as follows:

                                   ARTICLE I.
                                   ----------

                                   DEFINITIONS
                                   -----------

             As used  herein,  the  following  terms  shall  have the  following
respective meanings:

             "ADJUSTMENT TIME" shall mean 12:00:01 a.m. eastern standard time on
the Closing Date.

             "AGREEMENT" shall mean this Asset Purchase Agreement.

             "APPLICATIONS"  shall have the  meaning  set forth in  Section  7.1
hereof.

             "BENEFIT  ARRANGEMENT" means any benefit  arrangement,  obligation,
custom, or practice,  whether or not legally  enforceable,  to provide benefits,
other than salary, as compensation for services  rendered,  to present or former
directors,  employees,  agents,  or  independent  contractors,  other  than  any
obligation,  arrangement,  custom or practice that is a Plan, including, without
limitation,   employment  agreements,   executive   compensation   arrangements,
incentive  programs or  arrangements,  sick leave,  vacation pay,  plant closing
benefits, salary continuation for disability,  consulting, or other compensation
arrangements,  workers' compensation,  retirement, deferred compensation, bonus,
stock option or purchase,  hospitalization,  medical insurance,  life insurance,
tuition  reimbursement or scholarship  programs,  perquisite,  company cars, any
plans subject to Code Section 125 and any plans  providing  benefits or payments
in the  event  of a  change  of  control,  change  in  ownership,  or  sale of a
substantial  portion  (including all or substantially  all) of the assets of any
business or portion thereof,  in each case with respect to any present or former
employees, directors, or agents.

             "CLOSING" shall mean the event of consummation of the  transactions
contemplated  by this Agreement as more fully  described in Article VIII of this
Agreement.

             "CLOSING DATE" shall mean the date specified for Closing in Section
8.1 hereof.

             "CODE" shall mean the Internal Revenue Code of 1986, as amended.


                                       2
<PAGE>


             "COMMISSION" shall mean the Federal Communications Commission.

             "DOJ"  shall  mean the  Antitrust  Division  of the  United  States
Department of Justice.

             "ENCUMBRANCES" shall mean any mortgages,  pledges,  liens, security
interests,   defects   in   title,   easements,   rights-of-way,   encumbrances,
restrictions and any other matter affecting title.

             "ENVIRONMENTAL  LAWS"  shall mean the  Comprehensive  Environmental
Response,  Compensation and Liability Act of 1980 ("CERCLA"),  as amended by the
Superfund  Amendments and  Reauthorization  Act of 1986 ("SARA"),  42 U.S.C. ss.
9601 et seq.; the Toxic Substances  Control Act ("TSCA"),  15 U.S.C. ss. 2601 et
seq.; the Hazardous  Materials  Transportation  Act, 49 U.S.C. ss. 1802 et seq.;
the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. ss. 9601 et seq.;
the Clean Water Act ("CWA"), 33 U.S.C. ss. 1251 et seq.; the Safe Drinking Water
Act, 42 U.S.C.  ss. 300f et seq.; the Clean Air Act ("CAA"),  42 U.S.C. ss. 7401
et seq.; the Occupational  Safety and Health Act ("OSHA"),  29 U.S.C. ss. 651 et
seq.;  or any  other  applicable  federal,  state,  or local  laws  relating  to
Hazardous   Materials   generation,   production,   use,   storage,   treatment,
transportation or disposal,  or the protection of the environment from Hazardous
Materials.

             "ENTERCOM"  shall mean the  corporation  identified  as such in the
Preamble to this Agreement and any Qualified  Intermediary to which Entercom may
elect to assign all or part of its rights  hereunder  pursuant to Section  10.12
hereof.

             "ERISA" shall mean the Employee  Retirement  Income Security Act of
1974, as amended,  and all laws  promulgated  pursuant  thereto or in connection
therewith.

             "ERISA  AFFILIATE"  shall mean any person that,  together  with any
other  person,  would be or was  prior to March  17,  1997  treated  as a single
employer under Section 414 of the Code or Section 4001 of ERISA.

             "FINAL  ORDER"  shall  mean an  action by the  Commission  upon any
application including,  without limitation,  the Applications,  for its consent,
approval or authorization, which action has not been reversed, stayed, enjoined,
set aside, annulled or suspended,  and with respect to which action, no protest,
petition to deny, petition for rehearing or  reconsideration,  appeal or request
for stay is  pending,  and as to which  action  the time for  filing of any such
protest,  petition, appeal or request and any period during which the Commission
may reconsider or review such action on its own authority has expired.

             "FTC" shall mean the United States Federal Trade Commission.

             "HAZARDOUS  MATERIALS"  shall  mean  any  wastes,   substances,  or
materials (whether solids,  liquids or gases) that are deemed hazardous,  toxic,
pollutants, or contaminants, including without limitation, substances defined as
"hazardous  waste," "hazardous  substances,"  "toxic



                                       3
<PAGE>

substances,"  "radioactive  materials,"  or other  similar  designations  in, or
otherwise subject to regulation under, any Environmental Laws.

             "HERITAGE" shall mean HMC and the Operating Subsidiaries.

             "HERITAGE  AGREEMENT  CLOSING  DATE"  shall mean the latest date on
which all of the Stations are acquired by Sinclair under the Heritage Agreement,
whether or not all stations  subject to the Heritage  Agreement  are acquired on
such date.

             "HERITAGE AGREEMENT DATE" shall mean July 16, 1997.

             "HMC" shall mean the corporation identified as such in the Preamble
to this Agreement.

             "KNOWLEDGE"  shall mean the actual  knowledge  of the party to whom
such  knowledge  is imputed or the  knowledge  that the party  should  have upon
reasonable  investigation in light of the facts and  circumstances  available to
such party.

             "LIABILITIES"  shall  mean,  as to any Person,  all debts,  adverse
claims, liabilities and obligations, direct, indirect, absolute or contingent of
such Person, whether accrued,  vested or otherwise,  whether in contract,  tort,
strict liability or otherwise and whether or not actually reflected, or required
by generally accepted  accounting  principles to be reflected,  in such Person's
balance sheets or other books and records.

             "MATERIAL  ADVERSE EFFECT" shall mean a material  adverse effect on
the business,  assets or financial  condition of the Stations  taken as a whole,
except for any such material  adverse effect resulting from (a) general economic
conditions applicable to the radio broadcast industry, (b) general conditions in
the  markets in which the  Stations  operate or (c)  circumstances  that are not
likely  to  recur  and  either  have  been  substantially  remedied  or  can  be
substantially remedied without substantial cost or delay.

             "MULTIEMPLOYER PLAN" shall mean any Plan described in Section 3(37)
of ERISA.

             "NEWS  CORP."  shall  mean The News  Corporation  Limited,  a South
Australian corporation.

             "ORDINARY  COURSE OF  BUSINESS"  shall  mean,  with  respect to any
person,  the ordinary course of business  consistent with past practices of such
person both with respect to type and amount;  any actions taken  pursuant to the
requirements of law or contracts  existing on the date hereof shall be deemed to
be action in the Ordinary Course of Business.

             "PERMITTED  ENCUMBRANCES" shall mean (a) Encumbrances of a landlord
or other statutory lien not yet due and payable, or a landlord's lien arising in
the Ordinary  Course of Business,  (b)  Encumbrances  arising in connection with
equipment or  maintenance  financing  or leasing  under the terms of the Station
Contracts set forth on the Schedules which have been made


                                        4

<PAGE>

available to Entercom,  (c) Encumbrances arising pursuant to the terms of leases
on Real Property or Leased  Property as set forth on Schedule 2.1.1 and Schedule
2.1.8  which  are  subject  to any  lease  or  sublease  to a third  party,  (d)
Encumbrances  for taxes not yet due and payable or which are being  contested in
good faith and by  appropriate  proceedings  if adequate  reserves  with respect
thereto  are  maintained  in  accordance  with  generally  accepted   accounting
principles,  (e) Encumbrances  that do not materially  detract from the value of
any of the Assets or  materially  interfere  with the use  thereof as  currently
used, or (f) those Encumbrances on Schedule 4.1.8.

             "PLAN"  means any plan,  program  or  arrangement,  whether  or not
written,  that is or was an "employee  benefit  plan" as such term is defined in
Section  3(3) of ERISA and (a)  which was or is  established  or  maintained  by
Heritage, Sellers or any ERISA Affiliate of such parties; (b) to which Heritage,
Sellers  contributed  or was  obligated  to  contribute  or to fund  or  provide
benefits or had any liability (whether actual or contingent) with respect to any
of its assets or otherwise;  or (c) which  provides or promises  benefits to any
person who  performs or who has  performed  services for  Heritage,  Sellers and
because  of those  services  is or has been (i) as  participant  therein or (ii)
entitled to benefits thereunder.

             "PORTLAND STATIONS" shall mean KKSN(AM), KKSN-FM and KKRH(FM).

             "PRORATION  ITEMS"  shall  mean  any  power  and  utility  charges,
business and license fees (including retroactive adjustments thereof), sales and
service  charges,  commissions,  special  assessments,  and rental  payments and
personal  and  real  estate  taxes  and  assessments  with  respect  to the Real
Property,  taxes  (except  for taxes  arising  from the  transfer  of the Assets
hereunder),  deposits, Trade-out Agreements, accrued vacation, unused sick leave
and other similar  prepaid and deferred items and any other  operating  expenses
incurred in the Ordinary Course of Business.  The parties  acknowledge and agree
that there shall be excluded from Proration  Items the following:  (a) except as
otherwise  provided in the TBA,  severance  pay  relating to any employee of the
Stations who shall have been  terminated  prior to the Closing Date, and (b) any
Liabilities not being assumed by Entercom in accordance with Section 3.1.

             "QUALIFIED  INTERMEDIARY"  shall  mean a  party  described  in U.S.
Treasury Regulations Section 1.1031(k)-1(g)(4).

             "QUALIFIED  PLAN" shall mean a Plan that satisfies,  or is intended
to satisfy,  the requirements for tax qualification  described in Section 401 of
the Code including, without limitation, any Plan that was terminated on or after
July 1, 1989, as to which a person may have any actual or contingent liability.

             "ROCHESTER  STATIONS" shall mean WKLX(FM),  WBEE(FM),  WBBF(AM) and
WQRV(FM).

             "SCI" shall mean the corporation identified as such in the Preamble
to this Agreement.

             "SELLERS" shall mean Tuscaloosa, SRPLI and SRRLI.

                                       5

<PAGE>

             "SELLERS'  KNOWLEDGE"  shall mean,  except as  otherwise  expressly
provided in Section  4.1.16.1 of this  Agreement,  the knowledge of the Sellers,
Sinclair,  SCI or any  of  their  respective  affiliates,  officers,  directors,
partners, agents, representatives or consultants.

             "SINCLAIR"  shall mean the  corporation  identified  as such in the
Preamble to this Agreement.

             "SINCLAIR GUARANTEE" shall mean the guarantee, substantially in the
form of  Exhibit  B  hereto,  dated of even  date  herewith,  providing  for the
guarantee by SCI of Sellers' obligations under this Agreement.

             "STATIONS"  shall  mean (i) the  frequency  modulation  (FM)  radio
broadcast station licensed by the Commission to Portland, Oregon broadcasting on
97.1 MHz and  currently  assigned the call letters  KKSN-FM,  (ii) the amplitude
modulation (AM) radio broadcast station licensed by the Commission to Vancouver,
Washington  broadcasting  on 910 kHz and  currently  assigned  the call  letters
KKSN(AM),  (iii) the frequency  modulation (FM) radio broadcast station licensed
by the  Commission  to Salem,  Oregon  broadcasting  on 105.1 MHz and  currently
assigned the call letters  KKRH(FM),  (iv) the frequency  modulation  (FM) radio
broadcast station licensed by the Commission to Rochester, New York broadcasting
on 98.9 MHz and currently assigned the call letters WKLX(FM),  (v) the frequency
modulation (FM) radio broadcast station licensed by the Commission to Rochester,
New  York  broadcasting  on 92.5 MHz and  currently  assigned  the call  letters
WBEE(FM), (vi) the frequency modulation (FM) radio broadcast station licensed by
the Commission to Avon, New York broadcasting on 93.3 MHz and currently assigned
the call  letters  WQRV(FM)  and  (vii)  the  amplitude  modulation  (AM)  radio
broadcast station licensed by the Commission to Rochester, New York broadcasting
on 950 kHz and currently assigned the call letters WBBF(AM).

             "SRPLI"  shall  mean  the  corporation  identified  as  such in the
Preamble to this Agreement.

             "SRRLI"  shall  mean  the  corporation  identified  as  such in the
Preamble to this Agreement.

             "TBA" shall mean the Time Brokerage Agreement, substantially in the
form of  Exhibit  A  hereto,  dated of even  date  herewith,  providing  for the
programming by and sale to Entercom of  substantially  all of the broadcast time
available on the Stations upon acquisition thereof by Sellers.

             "TUSCALOOSA"  shall mean the corporation  identified as such in the
Preamble to this Agreement.

             "WELFARE  PLAN" shall mean an "employee  welfare  benefit  plan" as
such term is defined in Section 3(1) of ERISA.


                                       6

<PAGE>



                                   ARTICLE II.
                                   -----------

                                SALE AND PURCHASE
                                -----------------

             2.1.  TRANSFER OF ASSETS.  Subject to the terms and  conditions set
forth in this Agreement,  at the Closing Sellers shall transfer,  convey, grant,
assign and deliver to Entercom,  free and clear of all Encumbrances  (other than
Permitted Encumbrances) and Entercom shall buy, accept and receive from Sellers,
all right,  title and  interest  in, to and under all real,  personal  and mixed
assets, rights,  benefits and privileges,  both tangible and intangible,  owned,
leased,  used or useful in  connection  with the business and  operations of the
Stations  (collectively,  the  "Assets"),  but  excluding  the  Excluded  Assets
described in Section 2.2.

             The Assets shall include, without limitation,  all right, title and
interest in, to and under the following:

                  2.1.1.   FCC  LICENSES.   All  licenses,   permits  and  other
authorizations  issued by the  Commission  to  Heritage,  prior to the  Heritage
Agreement  Closing Date, or issued to Sellers or Sinclair  after such date,  for
the operation of the Stations (the "FCC Licenses"), including without limitation
those listed in Schedule 2.1.1. and all applications therefor, together with any
renewals, extensions or modifications thereof and additions thereto.

                  2.1.2. REAL AND LEASED PROPERTY INTERESTS.

                         (a) All the real property  owned by Heritage,  prior to
the Heritage Agreement Closing Date, or owned by Sellers or Sinclair, after such
date,  and related to the business  and  operations  of the Stations  including,
without  limitation,  all land, fee interests,  easements and other interests of
every kind and description in real property,  buildings,  structures,  fixtures,
appurtenances,  towers and  antennae,  and other  improvements  thereon owned by
Heritage,  prior to the Heritage  Agreement Closing Date, or owned by Sellers or
Sinclair,  after such date,  and used or useful in connection  with the business
and operations of the Stations ("Real Property"), including, without limitation,
all of those items listed in Schedule 2.1.2.

                         (b)  All  the  real  property  leasehold  interests  of
Heritage,  prior to the Heritage  Agreement  Closing  Date, or the real property
leasehold  interests  of Sellers or  Sinclair,  after such date,  related to the
business and operations of the Stations,  including, without limitation,  leases
and subleases of any land, easements and other real property leasehold interests
of every kind and description in real property, buildings, structures, fixtures,
appurtenances,  towers and antennae,  and other  improvements  thereon leased by
Heritage,  prior to the Heritage Agreement Closing Date, or leased by Sellers or
Sinclair, after such date, in connection with the business and operations of the
Stations ("Leased Property"),  including, without limitation, all of those items
listed in Schedule 2.1.2.

                  2.1.3.  TANGIBLE  PERSONAL  PROPERTY.  All of  the  furniture,
fixtures, furnishings,  machinery, computers, equipment, inventory, spare parts,
supplies,  office  materials  and  other  tangible  property  of every  kind and
description owned,  leased or used by


                                       7
<PAGE>

Heritage, prior to the Heritage Agreement Closing Date, or owned, leased or used
by Sellers or Sinclair,  after such date,  in  connection  with the business and
operations of the Stations, together with any replacements thereof and additions
thereto  made  before the  Closing,  and less any  retirements  or  dispositions
thereof made before the Closing in the Ordinary  Course of Business,  including,
without  limitation,  those  items  which  have a book  value in  excess of Five
Thousand Dollars  ($5,000),  all of which as of the Heritage  Agreement Date are
set forth and identified in Schedule 2.1.3.

                  2.1.4.  INTELLECTUAL  PROPERTY.  All  of  the  service  marks,
copyrights, franchises, trademarks, trade names, jingles, slogans, logotypes and
other similar intangible assets maintained,  owned,  leased or used by Heritage,
prior to the Heritage  Agreement Closing Date, or maintained,  owned,  leased or
used by Sellers or Sinclair,  after such date, in  connection  with the business
and   operations  of  the  Stations   (including   any  and  all   applications,
registrations  extensions  and renewals  relating  thereto)  (the  "Intellectual
Property"),  and all of the rights, benefits and privileges associated therewith
including,  without  limitation,  the  right  to use the  call  letters  for the
Stations.

                  2.1.5.  PROGRAM CONTRACTS.  The program licenses and contracts
under which  Heritage,  prior to the Heritage  Agreement  Closing Date, or under
which Sellers or Sinclair, after such date, are authorized to broadcast programs
on the  Stations  (collectively  the  "Program  Contracts")  including,  without
limitation, (a) all program (cash and non-cash) licenses and contracts listed on
Schedule 2.1.5, and (b) any other such program  contracts that have been or will
be entered into between the date of the Heritage  Agreement and the Closing Date
in accordance with the terms of the Heritage Agreement and this Agreement.

                  2.1.6.  TRADE-OUT  AGREEMENTS.  All contracts  and  agreements
(excluding  Program  Contracts)  pursuant  to which  commercial  air time on the
Stations has been sold,  traded or bartered in consideration for any property or
services  in  lieu  of or in  addition  to cash  (collectively,  the  "Trade-out
Agreements"),  including,  without limitation, those set forth and identified in
Schedule 2.1.6.

                  2.1.7.  BROADCAST  TIME SALES  AGREEMENT.  All  contracts  and
agreements  pursuant to which  commercial air time has been sold on the Stations
for cash (collectively the "Time Sales Agreements").

                  2.1.8. OPERATING CONTRACTS.  All other operating contracts and
agreements relating to the business or operations of the Stations,  all material
such contracts as of the Heritage Agreement Date being listed on Schedule 2.1.8.
(including,  without limitation, all employment agreements and talent contracts,
all  leases  and  subleases  relating  to the Leased  Property,  all  agreements
relating to any motor  vehicles,  all  network  affiliation  agreements  and all
national and local  advertising  representation  agreements  for the  Stations),
together  with all contracts  and  agreements  that have been or will be entered
into between the Heritage Agreement Date and the Closing Date in accordance with
the  terms of the  Heritage  Agreement  and this  Agreement  (collectively,  the
"Operating  Contracts"  and  together  with  the  Program  Contracts,  Trade-out
Agreements and the Time Sales Agreements, the "Station Contracts").


                                       8
<PAGE>


                  2.1.9.  VEHICLES.  All automotive equipment and motor vehicles
maintained,  owned, leased or otherwise used by Heritage,  prior to the Heritage
Agreement  Closing  Date,  or  maintained,  owned,  leased or otherwise  used by
Sellers or  Sinclair,  after such date,  in  connection  with the  business  and
operations of the Stations,  including,  without limitation, those set forth and
described in Schedule 2.1.9.

                  2.1.10. FILES AND RECORDS. All engineering, business and other
books, papers, logs, files and records pertaining to the business and operations
of the Stations,  but not the organizational  documents and records described in
Section 2.2.7.

                  2.1.11. AUXILIARY FACILITIES. All translators, earth stations,
and other auxiliary  facilities,  and all applications therefor owned, leased or
otherwise used or useful by Heritage,  prior to the Heritage  Agreement  Closing
Date,  or used or useful by Sellers or Sinclair,  after such date, in connection
with the business and operations of the Stations.

                  2.1.12. PERMITS AND LICENSES. All permits, approvals,  orders,
authorizations,  consents, licenses, certificates, franchises, exemptions of, or
filings or registrations  with, any court or governmental  authority (other than
the Commission) in any jurisdiction, which have been issued or granted to or are
owned or used or useful by  Heritage,  prior to the Heritage  Agreement  Closing
Date,  or which have been issued or granted to or are owned or used or useful by
Sellers or  Sinclair,  after such date,  in  connection  with the  business  and
operations of the Stations, and all pending applications therefor.

                  2.1.13.  GOODWILL.  The  business of the  Stations as a "going
concern," customer relationships and goodwill, if any.

             2.2. EXCLUDED ASSETS.  Notwithstanding  anything to the contrary in
this Agreement, there shall be excluded from the Assets and retained by Sellers,
to the extent in existence as of the Closing Date for a particular Station,  the
following assets (collectively, the "Excluded Assets").

                  2.2.1.  CASH. All cash,  cash  equivalents or deposits held by
Sellers, all interest payable in connection with any such cash, cash equivalents
or deposits or short term  investments,  bank balances and rights in and to bank
accounts, marketable and other securities of Sellers.

                  2.2.2.  ACCOUNTS  RECEIVABLE.  Except as otherwise provided in
the TBA, all Accounts  Receivable  arising out of the business and operations of
the Stations by Sellers prior to the Adjustment Time.

                  2.2.3.  PERSONAL  PROPERTY  DISPOSED OF. All tangible personal
property  disposed of or consumed in the Ordinary Course of Business by Heritage
or by Sellers as permitted by the Heritage Agreement or this Agreement.


                                       9

<PAGE>

                  2.2.4. INSURANCE. All contracts of insurance and all insurance
plans and the assets thereof.

                  2.2.5.   EMPLOYEE  PLANS  AND  ASSETS.   All  Plans,   Benefit
Arrangements (except for any Station Contracts, Proration Items or other matters
which are  specifically  assumed  by  Entercom  pursuant  to the terms  hereof),
Qualified Plans and Welfare Plans and the assets hereof.

                  2.2.6.  RIGHT TO TAX  REFUNDS.  Any and all  claims of Sellers
with respect to any tax refunds.

                  2.2.7.  CERTAIN  BOOKS AND RECORDS.  All of (a) the  Stations'
originals  of account  books of original  entry,  (b)  duplicated  copies of any
books,  records,  accounts,  checks,  payment  records,  tax records  (including
payroll,  unemployment,  real estate and other tax  records)  and other  similar
books,  records and information relating to the operation of the business of the
Stations prior to the Closing, and (c) all records and documents relating to any
Excluded Assets maintained by or in the possession of Sellers; provided, in each
case,  that (i) prior to the  Heritage  Agreement  Closing  Date,  to the extent
permitted  under the  Heritage  Agreement  and (ii) at and  after  the  Heritage
Agreement  Closing Date,  without such  limitation,  Entercom shall be permitted
full  access to all such  books and  records  and to make  copies  thereof  upon
reasonable request.

                  2.2.8.  THIRD-PARTY  CLAIMS. All rights and claims of Sellers,
whether mature,  contingent or otherwise,  against third parties relating to the
Assets or the Stations, whether in tort, contract, or otherwise.

                  2.2.9. DEPOSIT AND PREPAID EXPENSES.  All deposits and prepaid
expenses related to Sellers'  ownership or operation of the Stations,  provided,
however,  any  deposit  and  prepaid  expenses  shall be  included in the Assets
conveyed pursuant hereto to the extent that Sellers receive a credit therefor in
the calculation of the Proration Amount pursuant to Section 8.2.

                  2.2.10.  NAMES.  Any and all rights to use the names "Heritage
Broadcasting,"  "Heritage  Media,"  "Tuscaloosa,"   "Tuscaloosa   Broadcasting,"
"Sinclair," or "Sinclair  Communications"  and any logo or variation thereof and
the goodwill associated therewith.

                  2.2.11.  MISCELLANEOUS  EXCLUDED ASSETS. The assets listed and
identified on Schedule 2.2.11.

             2.3.  PURCHASE PRICE.  The Purchase Price for the Assets is the sum
of ONE HUNDRED TWENTY SIX MILLION FIVE HUNDRED THOUSAND DOLLARS ($126,500,000).


                                       10
<PAGE>


             2.4. ESCROW. For and in partial  consideration of the execution and
delivery of this  Agreement,  simultaneously  with the execution and delivery of
this  Agreement,  Entercom is  depositing  in escrow  with an escrow  agent (the
"Escrow Agent") an irrevocable standby letter of credit (in form satisfactory to
Sellers  and for the  benefit of Sellers ) in the  amount of NINE  MILLION  FOUR
HUNDRED EIGHTY SEVEN THOUSAND FIVE HUNDRED DOLLARS  ($9,487,500) (the "Letter of
Credit"), to secure Entercom's  obligations described herein, in accordance with
the  terms  and  conditions  of an escrow  agreement  substantially  in the form
attached as Exhibit C hereto (the "Escrow Agreement"). The Escrow Agent shall be
a bank or financial  institution with a combined capital and surplus of at least
$100,000,000.00.

             2.5.  PAYMENT.  The Purchase  Price to be paid by Entercom shall be
payable  in cash  delivered  at the  Closing  by wire  transfer  of  immediately
available federal funds to the account of Sellers at such financial  institution
as Sellers shall specify in writing.

             2.6. ALLOCATION OF PURCHASE PRICE.  Entercom and Sellers agree that
the  aggregate  fair  market  value of the Assets  (the  "Aggregate  Fair Market
Value") will be appraised by the appraisal firm of BIA Consulting,  Inc. ("BIA")
(the  "Appraisal").  All costs and  expenses of BIA in preparing  the  Appraisal
shall be borne  one-half  by  Entercom  and  one-half  by  Sellers.  The parties
acknowledge that a draft Appraisal has been prepared by BIA prior to the date of
this  Agreement,  and that Sellers and Entercom will  cooperate to finalize such
Appraisal.  Entercom  shall prepare IRS Form 8594  reflecting the Aggregate Fair
Market Value as found by BIA and such other information as required by the form,
and shall forward it within 30 days after Closing to Sellers for their approval,
which  approval shall not be withheld  unreasonably.  Entercom and Sellers shall
each file with their  respective  federal  income tax return for the tax year in
which the Closing occurs,  IRS Form 8594 containing the information  agreed upon
by the parties  pursuant to the this Section 2.6.  Entercom agrees to report the
purchase  of the Assets  and each of  Sellers  agrees to report the sale of such
assets for income  tax  purposes  in a manner  consistent  with the  information
agreed upon by the parties pursuant to this Section 2.6 and contained in its IRS
Form 8594.  In the event either or both of the parties  elects to treat all or a
portion of the Assets transferred as part of a deferred like-kind exchange under
Section 1031 of the Code,  each party shall,  in  completing  any IRS Forms 8824
that the party might be  required  to file with the IRS,  reflect the values for
the Assets as  determined  pursuant to this Section  2.6. The parties  expressly
agree that Seventy Six Million Dollars ($76,000,000) of the Purchase Price shall
be allocated to the Portland  Stations,  and Fifty Million Five Hundred Thousand
Dollars  ($50,500,000) of the Purchase Price shall be allocated to the Rochester
Stations.  Notwithstanding any other provision of this Agreement, the provisions
of this Section 2.6 shall survive the Closing without limitation.

                                  ARTICLE III.
                                  ------------

                                   LIABILITIES
                                   -----------

             3.1.  ASSUMPTION  OF  LIABILITIES  BY ENTERCOM.  From and after the
Closing Date, Entercom shall assume,  pay, perform,  and discharge the following
Liabilities (collectively, the "Assumed Liabilities") of Sellers:

                                       11
<PAGE>

                  3.1.1.  The Liabilities  arising out of events occurring on or
after the Closing Date related to the  businesses  or operations of the Stations
or Entercom's ownership of the Assets;

                  3.1.2.  All Liabilities  arising out of events occurring on or
after the Closing Date with respect to the FCC Licenses;

                  3.1.3.  All  Liabilities  arising on or after the Closing Date
under  the  Station  Contracts   (including,   without   limitation,   Trade-out
Agreements)  pursuant to their terms  (except for  Liabilities  for any breaches
thereunder by Sellers or Heritage occurring prior to the Closing Date); and

                  3.1.4.  All  those  Liabilities  for  which,  and  only to the
extent,  that  Entercom  receives the benefit of a Proration  Item in accordance
with Section 8.2 hereof.

             3.2. OTHER  LIABILITIES.  Except for the Assumed  Liabilities or as
otherwise  expressly provided in the TBA, Entercom does not and shall not assume
any other Liabilities of any kind or description.

             3.3.  NON-ASSIGNABLE  STATION  CONTRACTS.

                  3.3.1. Sellers shall,  beginning immediately upon execution of
this  Agreement,  take all  reasonable  action  required to obtain all consents,
approvals and agreements of any third parties necessary to authorize, approve or
permit the  consummation  of the  transactions  contemplated  by this Agreement,
including,  without  limitation,  any  consent  of the  parties  to the  Station
Contracts  designated as necessary in Schedule  2.1.8 in order to consummate the
transactions  contemplated hereby  (collectively,  the "Restricted  Contracts").
Notwithstanding  anything  to the  contrary  set  forth  in  this  Agreement  or
otherwise,  to the extent  that the  consent or  approval  of any third party is
required  under any Restricted  Contract,  Sellers shall only be required to use
reasonable  efforts  (not  involving  the payment by Sellers of any money to any
party to any such Restricted Contract,  except to the extent required by Section
3.3.2) to obtain such consents and approvals, and in the event that Sellers fail
to  obtain  any  such  consent  or  approval,  Entercom  shall  have no right to
terminate this Agreement.

                  3.3.2.  Notwithstanding  anything  to the  contrary in Section
3.3.1, Sellers shall retain, until such time as any required consents shall have
been  obtained  by  Sellers,  all rights to and  obligations  under any  Station
Contract which requires the consent of any other party thereto for assignment to
Entercom  if such  consent  has not  been  obtained  on the  Closing  Date  (the
"Deferred Contract"). Until the assignment of the Deferred Contract, (i) Sellers
shall  continue to use all  commercially  reasonable  efforts and Entercom shall
cooperate  with  Sellers  to obtain  the  consent  and/or  to  remove  any other
impediments to such assignment, and (ii) Sellers and Entercom agree to cooperate
in any lawful  arrangement to provide (to the extent permitted without breach of
the Deferred Contract) that Entercom shall receive the benefits of such interest
after  the  Closing  Date to the same  extent as if it were  Sellers;  provided,
however,  (y) if Entercom  shall fail to receive such benefits after the Closing
Date for any leased property that is a main


                                       12
<PAGE>

transmitter  tower  site or a  studio  site  for any  Station  (the  "Designated
Properties"),  Sellers agree to make such payments as are necessary for Entercom
to  receive  such  benefits  and/or  necessary  to  receive  such  consents  for
assignment as long as the aggregate  amount of all such payments does not exceed
Seventy Five Thousand Dollars ($75,000) for all such Designated Properties under
this Agreement and (z) Entercom shall, at its sole discretion,  not be obligated
to  perform  the  obligations  under  any  Deferred  Contract  if it is not also
receiving all of the benefits thereunder. If, subsequent to the Closing, Sellers
shall obtain any consent required to assign any Deferred Contract,  the Deferred
Contract  for which  consent to assign has been  obtained  shall at that time be
deemed to be conveyed, granted, bargained, sold, transferred, setover, assigned,
released, delivered and confirmed to Entercom, without need of further action by
Sellers or of future documentation.

                                   ARTICLE IV.
                                   -----------

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

             4.1. SELLERS' REPRESENTATIONS. Sellers hereby represent and warrant
to Entercom that:

                  4.1.1.  CORPORATE  STANDING.  Tuscaloosa,  SRPLI and SRRLI are
corporations,  duly organized,  validly  existing and in good standing under the
laws of the states of their respective organizations,  and are duly qualified to
do  business  and are in good  standing  in any  jurisdiction  where  it owns or
operates a radio station and in each other jurisdiction where such qualification
is  necessary,  except  for  those  jurisdictions  where  the  failure  to be so
qualified could not,  individually or in the aggregate,  have a material adverse
effect.

                  4.1.2.  AUTHORIZATION  OF  AGREEMENT;  NO BREACH.  Tuscaloosa,
SRPLI and SRRLI have the corporate  power and authority to execute,  deliver and
perform this Agreement and such other  agreements as are necessary to consummate
the transactions contemplated hereby. Subject to the receipt of the consents and
approvals  required elsewhere herein,  this Agreement  constitutes the valid and
binding obligation of each of Tuscaloosa,  SRPLI and SRRLI,  enforceable against
each in accordance with its terms,  except as such enforceability may be limited
by bankruptcy and laws affecting the enforcement of creditors'  rights generally
or equitable principles.  Assuming the said consents and approvals are obtained,
neither such  execution,  delivery and performance nor compliance by each Seller
with the terms and provisions hereof will conflict with or result in a breach of
any of the terms,  conditions or provisions of the  organizational  documents of
such entities or any judgment,  order, injunction,  decree, regulation or ruling
of any court or any other governmental authority to which each is subject or any
material  agreement  or  contract  to which  each is a party or to which each is
subject, or constitute a material default thereunder.

                  4.1.3.  QUALIFICATIONS  AS ASSIGNOR.  Sellers know of no facts
which, under the  Communications Act of 1934, as amended,  or the existing rules
and regulations of the Commission,  would  disqualify  Heritage or Sellers as an
assignor of the FCC Licenses to be assigned by each under the Heritage Agreement
or hereunder, as applicable.

                                       13
<PAGE>

                  4.1.4.  ABSENCE  OF  CONFLICTING  ORDERS.  Neither  Seller  is
subject to any judgment, award, order, writ, injunction, arbitration decision or
decree  which  prohibits or prevents the  performance  of this  Agreement or the
consummation of any transaction  contemplated under this Agreement, and there is
no litigation,  administrative action, arbitration,  proceeding or investigation
pending, or to Sellers' Knowledge,  threatened,  against any Seller or affecting
any Seller in any  federal,  state or local  court or before any  administrative
agency or arbitrator  that would adversely  affect  Sellers'  ability to perform
their  obligations  under this Agreement or would hinder the consummation of the
transactions contemplated hereunder.

                  4.1.5. FINANCIAL STATEMENTS: UNDISCLOSED LIABILITIES.

                         4.1.5.1. Sellers have provided to Entercom an unaudited
balance sheet of the Stations as of November 30, 1997 (the "Balance  Sheet") and
an  unaudited  statement  of income and  operating  cash flows for the ten month
period ending November 30, 1997, in each case,  provided to Sellers by Heritage.
To Sellers'  Knowledge,  the  financial  statements  referred to in this Section
4.1.5.1 (a) present fairly in all material  respects the financial  condition of
its Stations as of the date and the results of  operations  and  operating  cash
flows for the period  indicated and (b) have been  prepared in  accordance  with
generally accepted  accounting  principles applied on a consistent basis (except
that the financial statements referred to in this Section 4.1.5.1 do not contain
all footnotes and cash flow information from investing and financing  activities
required  under  generally  accepted  accounting  principles  and are subject to
customary year-end adjustments).

                         4.1.5.2.   To  Sellers'   Knowledge,   there  exist  no
Liabilities  of the  Stations  relating  to, or arising out of, the  business or
operations of such Stations, contingent or absolute, matured or unmatured, known
or unknown, except (a) as reflected on the Balance Sheet and (b) for Liabilities
that (i) were  incurred  after  November 30, 1997 (the  "Current  Balance  Sheet
Date") in the  Ordinary  Course of  Business,  or (ii) were not  required  to be
reflected on the Balance Sheet in accordance with generally accepted  accounting
principles applied on a consistent basis.

                  4.1.6.  ABSENCE  OF CERTAIN  CHANGES OR EVENTS.  Except as set
forth and  described in Schedule  4.1.6,  (i) to Sellers'  Knowledge,  after the
Current  Balance  Sheet Date  through the date hereof there has been no, (ii) to
Sellers'  Knowledge,  from the date hereof through the Heritage  Agreement there
will be no, and (iii)  except as may be caused by Entercom  pursuant to the TBA,
after the Heritage  Agreement  Closing Date there will be no,  Material  Adverse
Effect.  Since the Current  Balance Sheet Date, the business of the Stations has
been conducted in the Ordinary Course of Business.  After the Heritage Agreement
Closing Date, Sellers will not have, and to Sellers' Knowledge, Heritage has not
(a) incurred any  extraordinary  loss of, or injury to, any of its Assets as the
result of any fire,  explosion,  flood,  windstorm,  earthquake,  labor trouble,
riot,  accident,  act of God or public enemy or armed forces, or other casualty;
(b) incurred,  or become subject to, any Liability,  except current  Liabilities
incurred in the Ordinary  Course of Business;  (c)  discharged  or satisfied any
Encumbrance or paid any


                                       14
<PAGE>

Liability  other than current  Liabilities  shown in the Balance Sheet,  current
Liabilities incurred since the Current Balance Sheet Date in the Ordinary Course
of Business and Liabilities (including, without limitation, partial and complete
prepayments) arising under any credit or loan agreement between such parties and
their lenders; (d) mortgaged, pledged or subjected to any Encumbrance any of the
Assets (except for Permitted Encumbrances);  (e) made any material change in any
method of accounting  or  accounting  practice;  (f) sold,  leased,  assigned or
otherwise  transferred  any of the material  Assets other than  obsolete  Assets
which  have  been  replaced  by  suitable  replacements;  (g) made any  material
increase in compensation  or benefits  payable to any employee other than in the
Ordinary  Course  of  Business;  or  (h)  made  any  agreement  to do any of the
foregoing.

                  4.1.7. ABSENCE OF LITIGATION.  Except as set forth on Schedule
4.1.7,  as of the date hereof,  there is no material or, to Sellers'  Knowledge,
immaterial,  action,  suit,  investigation,  claim,  arbitration,  litigation or
similar  proceeding,  nor any order,  decree or judgment pending or, to Sellers'
Knowledge,  threatened,  against Sinclair,  Sellers,  the Assets or the Stations
before any governmental authority.

                  4.1.8.  ASSETS.  Except for the  Excluded  Assets,  the Assets
include all of the assets or property  used or useful in the  businesses  of the
Stations as presently  operated.  Except for leased or licensed  Assets,  at and
after the Heritage  Agreement  Closing Date,  Sellers or one of them will be the
owners  of,  and will  have  good  title to,  the  Assets  free and clear of any
Encumbrances,  except for Permitted Encumbrances (including, without limitation,
those items set forth on Schedule 4.1.8). At the Closing, Entercom shall acquire
good title to, and all right, title and interest in and to the Assets,  free and
clear of all Encumbrances, except for the Permitted Encumbrances.

                  4.1.9.  FCC  MATTERS.  At and  after  the  Heritage  Agreement
Closing Date,  Sellers or one of them will hold the FCC Licenses  listed as held
on Schedule 2.1.1. Such FCC Licenses constitute all of the licenses, permits and
authorizations  from the Commission  which have been issued to Heritage that are
required for the business and operations of the Stations. Except as set forth on
Schedule 4.1.9, such FCC Licenses are valid and in full force and effect through
the dates set forth on Schedule 2.1.1,  unimpaired by any condition,  other than
as set forth in the FCC  Licenses.  Except as set forth on  Schedule  4.1.9,  no
application,  action or proceeding is pending for the renewal or modification of
any of the FCC Licenses and,  except for actions or proceedings  affecting radio
broadcast stations or the radio industry generally,  no application,  complaint,
action or proceeding is pending or, to Sellers' Knowledge,  threatened, that may
result in (a) the revocation, modification,  non-renewal or suspension of any of
such FCC Licenses, or (b) the issuance of a cease-and-desist  order. To Sellers'
Knowledge, except as set forth in Schedule 4.1.9, no facts, conditions or events
exist relating to Heritage,  Sellers,  or the Stations that would  reasonably be
expected to cause the  Commission  to revoke any FCC License or not to grant any
pending  applications  for renewal of the FCC Licenses or to deny the assignment
of the FCC Licenses to Entercom as provided for in this Agreement.


                                       15
<PAGE>

                  4.1.10. REAL  PROPERTY.

                         4.1.10.1.  At and after the Heritage  Agreement Closing
Date,  Sellers or one of them will have good and  marketable fee simple title to
all fee estates  included in the Real Property and good title to all other owned
Real  Property,  in each  case free and clear of all  Encumbrances,  except  for
Permitted Encumbrances.

                         4.1.10.2.  At and after the Heritage  Agreement Closing
Date,  Sellers or one of them will have a valid leasehold interest in all Leased
Property listed as leased in Schedule 2.1.2. Schedule 2.1.2 lists all leases and
subleases  pursuant to which any of the Leased Property is leased.  At and after
the Heritage  Agreement  Closing Date,  Sellers or one of them will be the owner
and holder of all the Leased Property purported to be granted by such leases and
subleases. At and after the Heritage Agreement Closing Date, each such lease and
sublease will be valid as to Sellers or one of them and, to Sellers'  Knowledge,
will  constitute  a legal  and  binding  obligation  of,  and  will  be  legally
enforceable  against,  each party thereto and grants the  leasehold  interest it
purports to grant, including any rights to nondisturbance and peaceful and quiet
enjoyment  that may be contained  therein.  At and after the Heritage  Agreement
Closing  Date,  Sellers or one of them will be, and to Sellers'  Knowledge,  all
other  parties  will  be,  in  compliance  in all  material  respects  with  the
provisions of such leases and subleases.

                         4.1.10.3.  The Real  Property  and the Leased  Property
listed in Schedule 2.1.2  constitute all of the real property  owned,  leased or
used in the business  and  operations  of the Stations  which is material to the
business and operations of the Stations.

                         4.1.10.4. To Sellers' Knowledge, no portion of the Real
Property  or any  building,  structure,  fixture or  improvement  thereon is the
subject  of, or  affected  by,  any  condemnation,  eminent  domain  or  inverse
condemnation  proceeding  currently  instituted  or  pending or  threatened.  To
Sellers'  Knowledge  and to the  extent  that  such  documents  are in  Sellers'
possession, Sellers have delivered to Entercom true, correct and complete copies
of the  following  documents  with  respect  to the  Real  Property  and  Leased
Property:  (i) deeds,  by which a fee  interest in any of the Real  Property and
Leased  Property  has been  received;  (ii)  leases,  by  which  any of the Real
Property is leased; (iii) title insurance policies or commitments; (iv) surveys;
and (v) inspection reports or other instruments or reports,  including,  without
limitation,  any  phase I or phase II  environmental  reports  or other  similar
environmental reports,  surveys or assessments (including any and all amendments
and other modifications of such instruments).

                  4.1.11.  INTELLECTUAL  PROPERTY.  At and  after  the  Heritage
Agreement  Closing Date,  Sellers or one of them will possess  adequate  rights,
licenses and authority to use all Intellectual Property necessary to conduct the
business  of the  Stations as  presently  conducted.  At and after the  Heritage
Agreement  Closing  Date,  Sellers  or one of them will  have good  title to all
Intellectual Property that each owns, free and clear of any Encumbrances, except
for Permitted Encumbrances. At and after the Heritage Agreement Closing Date, no
Seller will be obligated to pay any royalty or other fees to anyone with respect
to the Intellectual Property. No Seller has, and to Sellers' Knowledge, Heritage
has not,  received


                                       16
<PAGE>

any written notice to the effect that any service  rendered or to be rendered by
Heritage  or  any of  Sellers  relating  to the  business  of the  Stations  may
infringe,  or that such parties are otherwise  infringing,  on any  Intellectual
Property  right or other  legally  protectable  right of another.  No  director,
officer or employee of Heritage or Sellers has any interest in any  Intellectual
Property.

                  4.1.12. STATION CONTRACTS.  Complete and correct copies of the
Station Contracts set forth in Schedules 2.1.5, 2.1.6 and 2.1.8 (which schedules
are true and  correct in all  material  respects)  have been made  available  to
Entercom and (a) at and after the Heritage  Agreement  Closing  Date,  each such
material  Station  Contract  and, to Sellers'  Knowledge,  each such  immaterial
Station Contract,  will be in full force and effect and will constitute a legal,
valid  and  binding  obligation  of the  parties  thereto;  (b) at and after the
Heritage  Agreement  Closing  Date,  each Seller  which has become  subject to a
Station Contract will not be in breach or default in any material respect of the
terms thereto; (c) at and after the Heritage Agreement Closing Date, none of the
material rights under any such Station  Contract of each Seller which has become
subject thereto will be subject to  termination,  nor will a default occur, as a
result of the consummation of the transactions  contemplated  hereby,  except to
the extent that failure to obtain the prior consent to assignment thereof of any
party thereto  shall or could be  interpreted  to  constitute a  termination  or
modification  of or a  default  under  any  such  Station  Contract;  and (d) to
Sellers' Knowledge,  no other party to any such Station Contract is in breach or
default in any material respect of the terms thereunder.

                  4.1.13.  TAXES.  Each  Seller has (or,  in the case of returns
becoming due after the date hereof and on or before the Closing Date,  will have
prior to the Closing  Date) duly filed all material  tax returns  required to be
filed  on or  before  the  Closing  Date  with  respect  to all  material  taxes
applicable to the ownership or operation of the Stations by Sellers. In the case
of any tax returns which receive an extension for their date of filing, such tax
returns  will be  considered  due on, and not  considered  required  to be filed
before, the extended due date. To Sellers'  Knowledge,  all tax returns are (or,
in the case of returns  becoming  due after the date hereof and on or before the
Closing Date, will be) true and complete in all material respects.  Sellers: (a)
have paid all taxes due to any  governmental  authority  as indicated on the tax
returns applicable to the ownership or operation of the Stations by Sellers;  or
(b) have  established  (or, in the case of amounts  becoming  due after the date
hereof but prior to the Closing Date will have  established)  adequate  reserves
(in  conformity  with  generally  accepted  accounting  principles  consistently
applied) for the payment of taxes  applicable  to the  ownership or operation of
the Stations by Sellers.

                  4.1.14.  EMPLOYEE  BENEFIT PLANS.

                         4.1.14.1.  Schedule  4.1.14 lists all Plans and Benefit
Arrangements  (exclusive of severance  arrangements  and  retention  agreements)
maintained  or  contributed  to for the benefit of the employees of the Stations
(collectively, the "Benefit Plans"). Each Benefit Plan maintained or contributed
to by Sellers,  and, to Sellers'  Knowledge,  each  Benefit Plan  maintained  or
contributed to by Heritage,  has been maintained in material compliance with its
terms and with ERISA, the Code and other applicable laws.


                                       17
<PAGE>

                         4.1.14.2.  Schedule  4.1.14  sets  forth  a list of all
Qualified  Plans  maintained  or  contributed  to by  Sellers,  and to  Sellers'
Knowledge, all Qualified Plans maintained or contributed to by Heritage, in each
case, for the benefit of the employees of the Stations. All such Qualified Plans
and any related  trust  agreements or annuity  agreements  (or any other funding
document) have been  maintained in material  compliance  with ERISA and the Code
(including, without limitation, the requirements for tax qualification described
in  Section  401  thereof),  other  than any  Multiemployer  Plan.  To  Sellers'
Knowledge,  any trusts  established  under such  Plans are exempt  from  federal
income taxes under Section 501(a) of the Code.

                         4.1.14.3.  Schedule  4.1.14  sets  forth  a list of all
funded Welfare Plans  maintained or  contributed to by Sellers,  and to Sellers'
Knowledge, all funded Welfare Plans maintained or contributed to by Heritage, in
each case, that provide  benefits to current or former employees of the Stations
or their  beneficiaries.  To Sellers' Knowledge,  the funding under each Welfare
Plan does not exceed and has not exceeded the limitations under Sections 419A(b)
and  419A(c) of the Code.  At and after the  Heritage  Agreement  Closing  Date,
Sellers  will not be, and to Sellers'  Knowledge,  Heritage  is not,  subject to
taxation on the income of any Welfare Plan's welfare  benefit fund (as such term
is defined in Section  419(e) of the Code)  under  Section  419A(g) of the Code,
which Welfare Plan has been maintained or contributed to by any such party.

                         4.1.14.4.  Sellers have no, and to Sellers'  Knowledge,
Heritage  has no,  post-retirement  medical  life  insurance  or other  benefits
promised,  provided or otherwise due now or in the future to current,  former or
retired employees of the Stations.

                         4.1.14.5.  Except as set forth in Schedule  4.1.14,  at
and after the  Heritage  Agreement  Closing  Date,  Sellers  will  have,  and to
Sellers' Knowledge, Heritage has (a) filed or caused to be filed all returns and
reports on the Plans that each such  party is  required  to file and (b) paid or
made  adequate  provision  for all fees,  interest,  penalties,  assessments  or
deficiencies  that have  become  due  pursuant  to those  returns  or reports or
pursuant to any  assessment or  adjustment  that has been made relating to those
returns or reports. All other fees, interest, penalties and assessments that are
payable by or for  Heritage  and Sellers  have been or will be timely  reported,
fully paid and discharged. There will be no unpaid fees, penalties,  interest or
assessments  due from Sellers,  and to Sellers'  Knowledge,  there are no unpaid
fees,  penalties,  interest or  assessments  due from Heritage or from any other
person,  in each case,  that are or could  become an  Encumbrance  on any of its
Assets or could otherwise  adversely  affect the businesses or operations of the
Stations  or the  Assets.  At and after the  Heritage  Agreement  Closing  Date,
Sellers or one of them will  have,  and to  Sellers'  Knowledge,  Heritage  has,
collected  or withheld all amounts that are required to be collected or withheld
by each such party to discharge its  obligations,  and all of those amounts have
been paid to the appropriate  governmental authority or set aside in appropriate
accounts for future  payment when due.  Sellers have  furnished to Entercom true
and complete copies of all documents setting forth the terms and funding of each
Plan.

                         4.1.14.6.  Except as set forth in Schedule  4.1.14,  at
and after the  Heritage  Agreement  Closing  Date,  none of Sellers or any ERISA
Affiliate of such parties will


                                       18
<PAGE>


have,  and none of  Heritage  or any  ERISA  Affiliate  of  Heritage  has  ever,
sponsored or maintained,  had any obligation to sponsor or maintain,  or had any
liability  (whether  actual or contingent,  with respect to any of its assets or
otherwise)  with  respect to any Plan subject to Section 302 of ERISA or Section
412 of the Code or Title IV of ERISA (including any Multiemployer  Plan). At and
after  the  Heritage  Agreement  Closing  Date,  none of  Sellers  or any  ERISA
Affiliate of such parties will have, and none of Heritage or any ERISA Affiliate
of Heritage (since January 1, 1989) has,  terminated or withdrawn from or sought
a funding  waiver with respect to any plan subject to Title IV of ERISA,  and no
facts  exist that could  reasonably  be  expected  to cause such  actions in the
future;  no  accumulated  funding  deficiency  (as defined in Code Section 412),
whether or not waived, exists with respect to any such plan; no reportable event
(as defined in ERISA  Section  4043) has occurred  with respect to any such plan
(other than events for which  reporting is waived);  all costs of any such plans
have been  provided for on the basis of consistent  methods in  accordance  with
sound actuarial assumptions and practices,  and the assets of each such plan, as
of its last valuation date,  exceeded its "Benefits  Liabilities" (as defined in
ERISA Section  4001(a)(16));  and,  since the last  valuation date for each such
plan,  no such plan has been  amended  or  changed to  increase  the  amounts of
benefits  thereunder  and, to Sellers'  Knowledge,  there has been no event that
would  reduce the excess of assets over benefit  liabilities;  and except as set
forth in Schedule 4.1.14, at and after the Heritage Agreement Closing Date, none
of  Sellers  or any ERISA  Affiliate  of such  parties  will  have,  and none of
Heritage or any ERISA  Affiliate of Heritage has ever, made or been obligated to
make,  or  reimbursed  or been  obligated to  reimburse  another  employer  for,
contributions to any Multiemployer Plan.

                         4.1.14.7.  No claims or  lawsuits  are  pending  or, to
Sellers' Knowledge, threatened, by, against, or relating to any Benefit Plan. To
Sellers'  Knowledge,  the  Benefit  Plans  are  not  presently  under  audit  or
examination  (nor has notice been received of a potential  audit or examination)
by the  Internal  Revenue  Service,  the  Department  of  Labor,  or  any  other
governmental  agency or entity and no matters  are pending  with  respect to any
Qualified  Plan  under  the  Internal  Revenue  Service's  Voluntary  Compliance
Resolution program, its Closing Agreement Program, or other similar programs.

                         4.1.14.8.  To Sellers' Knowledge,  with respect to each
Plan,  there has occurred no  non-exempt  "prohibited  transaction"  (within the
meaning of Section 4975 of the Code) or transaction prohibited by Section 406 of
ERISA or breach of any  fiduciary  duty  described  in Section 404 of ERISA that
would, if successful,  result in any liability for Sellers. Sellers will take no
action  that would  result in such a  liability  between the date hereof and the
Closing Date.

                         4.1.14.9.  At and after the Heritage  Agreement Closing
Date, Sellers will have no liability, and to Sellers' Knowledge, Heritage has no
liability  (whether  actual,  contingent,  with  respect to any of the Assets or
otherwise) with respect to any employee  benefit plan that is not a Benefit Plan
(exclusive of severance  arrangements and retention  agreements) or with respect
to any employee  benefit  plan  sponsored  or  maintained  (or which has been or
should  have  been  sponsored  or  maintained)  by any ERISA  Affiliate  of such
parties.


                                       19
<PAGE>

                         4.1.14.10.  At and after the Heritage Agreement Closing
Date,  all group  health plans of Sellers and their ERISA  Affiliates  will have
been, and all group health plans of Heritage and its ERISA Affiliates have been,
operated in material compliance with the requirements of Sections 4980B (and its
predecessor)  and 5000 of the  Code,  and  Sellers  have  provided  or will have
provided before the Closing Date, to individuals  entitled thereto, all required
notices and coverage  pursuant to Section 4980B with respect to any  "qualifying
event" (as defined therein) occurring before or on the Closing Date.

                  4.1.15.  LABOR  RELATIONS.  Sellers  have  made  available  to
Entercom a true and complete  list of all  employees  engaged in the business or
operations  of the Stations as of the date set forth on the list,  together with
such  employee's  position,  salary and date of hire.  Schedule 4.1.15 lists all
written employment contracts of Heritage and Sellers related to employees of the
Stations  and all  written  agreements,  plans,  arrangements,  commitments  and
understandings  pursuant to which  Heritage  has,  or at and after the  Heritage
Agreement  Closing  Date,  pursuant  to  which  Sellers  will  have,   severance
obligations  related  to  employees  at the  Stations.  Except  as set  forth on
Schedule 4.1.15,  no labor union or other collective  bargaining unit represents
or, to Sellers'  Knowledge,  claims to  represent,  any of the  employees of the
Station.  Except as set forth in Schedule  4.1.15,  there are no  strikes,  work
stoppages,   grievance   proceedings,   union  organization  efforts,  or  other
controversies  pending between Heritage or Sellers,  and any union or collective
bargaining unit representing (or, to Sellers' Knowledge,  claiming to represent)
the employees at the Stations. At and after the Heritage Agreement Closing Date,
Sellers will be, and Heritage is, in  compliance  with all laws  relating to the
employment or the workplace, including, without limitation,  provisions relating
to wages, hours,  collective bargaining,  safety and health, work authorization,
equal employment  opportunity,  immigration and the withholding of income taxes,
unemployment compensation,  worker's compensation, employee privacy and right to
know and social security contributions, except for any noncompliance which would
not have a Material  Adverse  Effect.  Except as set forth herein,  there are no
collective  bargaining  agreements  relating to the Stations or the business and
operations thereof.

                  4.1.16. ENVIRONMENTAL MATTERS.

                         4.1.16.1.  Except as set forth in Schedule  4.1.16,  to
Sellers'  Knowledge (which knowledge is based on the items set forth on Schedule
4.1.16),  Heritage is, and at and after the  Heritage  Agreement  Closing  Date,
Sellers  will be, in material  compliance  with,  and the Real  Property and all
improvements thereon are in material compliance with, all Environmental Laws.

                         4.1.16.2. Except as set forth in Schedule 4.1.16, there
are no pending or, to Sellers' Knowledge, threatened, actions, suits, claims, or
other legal  proceedings based on (and none of Sellers have received any written
notice of any complaint,  order, directive,  citation, notice of responsibility,
notice of potential responsibility, or information request from any governmental
authority  arising out of or attributable  to): (a) the current or past presence
at any part of the Real Property of Hazardous Materials; (b) the current or past
release  or  threatened


                                       20
<PAGE>

release  into  the  environment  from  the  Real  Property  (including,  without
limitation,  into any  storm  drain,  sewer,  septic  system or  publicly  owned
treatment  works) of any  Hazardous  Materials;  (c) the  off-site  disposal  of
Hazardous  Materials  originating on or from the Real Property or the businesses
or Assets of the  Stations;  (d) any facility  operations  or  procedures of the
Stations since Heritage's ownership thereof which do not conform to requirements
of the  Environmental  Laws; or (e) any violation of  Environmental  Laws at any
part  of the  Real  Property  arising  from  activities  of the  Stations  since
Heritage's  ownership thereof involving  Hazardous  Materials.  At and after the
Heritage  Agreement  Closing  Date,  Sellers  will have  been,  and to  Sellers'
Knowledge,  Heritage  has been,  duly  issued all  material  permits,  licenses,
certificates and approvals required under any Environmental Law.

                  4.1.17.  INSURANCE.   Schedule  4.1.17  contains  a  true  and
complete  list and brief  summary  of all  policies  of title,  property,  fire,
casualty, liability, life, workmen's compensation,  libel and slander, and other
forms of  insurance  of any kind  relating  to the  Assets or the  business  and
operations of the Stations. To Sellers' Knowledge, all such policies: (a) are in
full  force and  effect;  (b) are  sufficient  for  compliance  in all  material
respects by Heritage with all requirements of law and of all material agreements
to which Heritage is a party;  and (c) are valid,  outstanding,  and enforceable
policies  and  Heritage is not in default in any  material  respect  thereunder.
Between  the  Heritage  Agreement  Closing  Date  and the  Closing  Date of this
Agreement,  Sellers will carry insurance  relating to the Assets or the business
and operations of the Stations such that this Section 4.1.17 would be true after
substituting  "Sellers" for "Heritage" in each  instance.  All such insurance of
Sellers  shall  provide  for full  replacement  cost  coverage  of any  tangible
property that is lost or damaged due to an insured event or cause.

                  4.1.18. REPORTS. All material returns,  reports and statements
that  the  Station  will  be  required  to  file  with  the  Commission  or  any
governmental agency after the date of this Agreement, and to Sellers' Knowledge,
all  material  returns,  reports  and  statements  that the  Stations  have been
required to file with the Commission or any governmental agency through the date
of  this  Agreement,  have  been  or will be  timely  filed,  and all  reporting
requirements  of  the  Commission  and  other  governmental  authorities  having
jurisdiction  thereof  have been or will be  complied  with by Sellers  and,  to
Sellers'  Knowledge,  by Heritage,  in each case, in all material respects.  All
such reports,  returns and  statements to be filed after the date hereof will be
complete  and  correct  in all  material  respects  as filed  and,  to  Sellers'
Knowledge, all such reports, returns and statements that have been filed through
the date of this Agreement,  are complete and correct in all material reports as
filed. At and after the Heritage  Agreement Closing Date all documents  required
by the Commission to be deposited by Sellers.  and, to Sellers'  Knowledge,  all
documents  required by the  Commission  to be  deposited  by Heritage  since the
period of operation of the  Stations by  Heritage,  in each case,  in the public
file of the Stations (as defined in the rules and regulations of the Commission)
have been or will be deposited therein.

                  4.1.19.  HERITAGE  AGREEMENT.  Except as set forth on Schedule
4.1.19,  Sinclair and its  affiliates  have not waived any of their rights under
the  Heritage  Agreement  related to the  Stations.  Sinclair  is unaware of any
material  breach  or  misrepresentation  by  Heritage  or News  Corp.  under the
Heritage Agreement. Sinclair is not in material breach of, and has not defaulted
under, any of the terms of the Heritage Agreement


                                       21
<PAGE>

(unless  waived or consented to in writing by Heritage and described on Schedule
4.1.19). The Heritage Agreement  constitutes the valid and binding obligation of
Sinclair, enforceable against Sinclair and, by assignments,  against Sellers, in
accordance  with its  terms,  except as such  enforceability  may be  limited by
bankruptcy and laws affecting the enforcement of creditors'  rights generally or
equitable principles.  Sinclair is not, and, to Seller's Knowledge, Heritage and
News Corp. are not, subject to any judgment,  award,  order,  writ,  injunction,
arbitration  decision or decree which  prohibits the performance of the Heritage
Agreement or the consummation of any transaction contemplated under the Heritage
Agreement,  and, except as disclosed on Schedule 4.1.19, there is no litigation,
administrative action,  arbitration,  proceeding or investigation pending or, to
Sellers'  Knowledge,  threatened,  against  Heritage,  News  Corp.,  Sinclair or
Sellers or  affecting  such parties in any  federal,  state or local  court,  or
before any  administrative  agency or arbitrator that would adversely affect the
ability of Sinclair,  Sellers,  Heritage or News Corp.  to  consummate,  or that
would  prohibit,  the  transactions  contemplated  under the Heritage  Agreement
related to the Stations.

                  4.1.20. INTERPRETATION OF CERTAIN PROVISIONS. Sellers have not
relied and are not  relying  on the  specification  of any dollar  amount in any
representation  or warranty  made in this  Agreement or any  Schedule  hereto to
indicate that such amounts, or higher or lower amounts, are or are not material,
and agree not to assert in any dispute or controversy between the parties hereto
that specification of such amounts indicates or is evidence as to whether or not
any  obligation,  item or  matter is or is not  material  for  purposes  of this
Agreement and the transactions contemplated hereby.

             4.2. ENTERCOM'S  REPRESENTATIONS.  Entercom represents and warrants
to Sellers that:

                  4.2.1.  CORPORATE  STANDING.  Entercom is a  corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
Commonwealth  of  Pennsylvania,  and at the Closing Date will have the corporate
power and authority to conduct its business as proposed to be conducted and upon
the  acquisition  of the Assets  will be duly  qualified  to do  business in any
jurisdiction  where it owns  and  operates  a radio  station  and in each  other
jurisdiction   where  such   qualification   is  necessary,   except  for  those
jurisdictions where the failure to be so qualified could not, individually or in
the aggregate, have a material adverse effect.

                  4.2.2. AUTHORIZATION OF AGREEMENT: NO BREACH. Entercom has the
corporate power and authority to execute, deliver and perform this Agreement and
such  other   agreements  as  are  necessary  to  consummate  the   transactions
contemplated  hereby.  Subject to the  receipt  of the  consents  and  approvals
required  elsewhere  herein,  this Agreement  constitutes  the valid and binding
obligation of Entercom,  enforceable  against  Entercom in  accordance  with its
terms,  except as such  enforceability  may be  limited by  bankruptcy  and laws
affecting  the   enforcement  of  creditors'   rights   generally  or  equitable
principles.  Assuming the said consents and approvals are obtained, neither such
execution,  delivery and  performance  nor compliance by Entercom with the terms
and  provisions  hereof will  conflict  with or result in a breach of any of the
terms,  conditions or provisions of the organizational  documents of Entercom

                                       22
<PAGE>

or any judgment, order, injunction, decree, regulation or ruling of any court or
any other  governmental  authority to which  Entercom is subject or any material
agreement or contract to which Entercom is a party or to which it is subject, or
constitute a material default thereunder.

                  4.2.3.  QUALIFICATION  AS  ASSIGNEE.  Except as  disclosed  in
Schedule  4.2.3,  Entercom  is,  and  pending  Closing  will  remain,   legally,
financially  and otherwise  qualified under the  Communications  Act of 1934, as
amended (the  "Communications  Act") and all rules,  regulations and policies of
the  Commission  to acquire and operate the  Stations.  Except as  disclosed  in
Schedule  4.2.3,  there are no facts or  proceedings  which would  reasonably be
expected to disqualify  Entercom under the  Communications Act or otherwise from
acquiring or operating any of the Stations or would cause the  Commission not to
approve the  assignment of the FCC Licenses to Entercom.  Except as disclosed in
Schedule 4.2.3,  Entercom has no knowledge of any fact or circumstance  relating
to Entercom or any of Entercom's Affiliates that would reasonably be expected to
(a) cause the filing of any  objection to the  assignment of the FCC Licenses to
Entercom,  (b)  lead to a  delay  in the  processing  by the  Commission  of the
applications  for  such  assignment  or (c)  lead  to a  material  delay  in the
processing  by the  Commission  of the  renewals  of the  FCC  Licenses  for the
Portland  Stations or the  Rochester  Stations.  Except as disclosed in Schedule
4.2.3,  no waiver of any  Commission  rule or policy is necessary to be obtained
for the grant of the  applications  for the  assignment  of the FCC  Licenses to
Entercom,  nor will  processing  pursuant  to any  exception  or rule of general
applicability  be requested or required in connection  with the  consummation of
the transactions herein.

                  4.2.4. ABSENCE OF CONFLICTING ORDERS.  Entercom is not subject
to any judgment, award, order, writ, injunction,  arbitration decision or decree
which  prohibits the  performance of this Agreement or the  consummation  of any
transaction  contemplated  under  this  Agreement,  and there is no  litigation,
administrative action,  arbitration,  proceeding or investigating pending, or to
the knowledge of Entercom, threatened, against Entercom or affecting Entercom in
any  federal,  state or local  court,  or before  any  administrative  agency or
arbitrator  that would  adversely  affect  Entercom's  ability  to  perform  its
obligations  under  this  Agreement  or would  hinder  the  consummation  of the
transactions contemplated hereunder.

                  4.2.5.  AVAILABILITY OF FUNDS. Entercom will have available on
the Closing Date  sufficient  funds to enable it to consummate the  transactions
contemplated hereby.

                  4.2.6.  WARN ACT.  Entercom is not planning or  contemplating,
and has not made or taken, any decisions or actions  concerning the employees of
the  Stations  after the Closing  Date that would  require the service of notice
under the Worker Adjustment and Retraining Act of 1988, as amended.

                  4.2.7. NO OUTSIDE RELIANCE. Entercom has not relied and is not
relying on any statement, representation or warranty not made in this Agreement,
any  Schedule  hereto or any  certificate  to be  delivered  to  Entercom at the
Closing  pursuant to this Agreement.  Entercom is not relying on any projections
or other  predictions  contained  or  referred to in


                                       23
<PAGE>


materials (other than the Schedules) that have been or may hereafter be provided
to Entercom or any of its  Affiliates,  agents or  representatives,  and Sellers
make no  representations  or warranties with respect to any such  projections or
other predictions.

                  4.2.8. INTERPRETATION OF CONCERN PROVISIONS.  Entercom has not
relied and is not  relying  on the  specifications  of any dollar  amount in any
representation  or warranty  made in this  Agreement or any  Schedule  hereto to
indicate that such amounts, or higher or lower amounts, are or are not material,
and  agrees not to assert in any  dispute or  controversy  between  the  parties
hereto that specification of such amounts indicates or is evidence as to whether
or not any obligation, item or matter is or is not material for purposes of this
Agreement and the transactions contemplated hereby.

                                   ARTICLE V.
                                   ----------

                                   CONDITIONS
                                   ----------

             5.1.  MUTUAL  CONDITIONS.  Performance  of the  obligations  of the
parties  under this  Agreement and the Closing of the  transaction  provided for
herein are and shall be subject to the occurrence and concurrence of the express
conditions precedent that:

                  5.1.1.  The Stations  shall have been acquired by Sellers from
Heritage pursuant to the Heritage Agreement; and

                  5.1.2.  The Commission has granted its consent and approval in
writing to the  assignment  to  Entercom  of the FCC  Licenses  as  contemplated
hereby,  such  consent to be free of any  material  adverse  condition,  and the
Commission's  consent  shall have  become a Final  Order,  provided,  that if no
objection  or petition to deny has been filed  against the  Applications  and if
Entercom's  lenders  consent to Closing  upon FCC consent  prior to such consent
becoming a Final Order,  then the condition set forth in this Section 5.1.2 will
be deemed to be satisfied upon the consent and approval of the Commission; and

                  5.1.3.  The waiting period (as it may be extended)  applicable
to the transfer of the Assets under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976,  as amended  (the "HSR Act")  shall  have  expired or been  earlier
terminated.

                  5.1.4. No statute,  rule or regulation,  or order of any court
or  administrative  agency,  shall be in effect  which  restrains  or  prohibits
Entercom or Sellers,  or any one of them,  from  consummating  the  transactions
contemplated hereby.

             5.2.  ENTERCOM'S  CONDITIONS.  Performance  of the  obligations  of
Entercom under this Agreement and the Closing of the  transactions  provided for
herein also are and shall be subject to the  occurrence of each of the following
express conditions precedent, each of which may be waived by Entercom, that:



                                       24
<PAGE>

                  5.2.1. The applications for the renewal of the FCC Licenses of
each of the Portland Stations and the Rochester Stations shall have been granted
without any material adverse condition,  and such grants shall have become Final
Orders; and

                  5.2.2. The representations and warranties contained in Section
4.1 hereof shall be true and correct at and as of the Closing Date as if made on
and as of such date except to the extent that they speak as of a particular date
or time other then the  Closing  Date (in which  case such  representations  and
warranties  shall be true and correct as of such date or time);  provided,  that
the failure of such representations and warranties to be true and correct at and
as of the  Closing  Date shall only be a  condition  to  Entercom's  obligations
hereunder if such failures involve costs,  damages and/or expenditures in excess
of $1,265,000 (as determined by a qualified independent third party),  provided,
further,  that if such amount is less than  $1,265,000  but more than  $150,000,
such  amount  shall be  placed  in escrow on the  Closing  Date  pursuant  to an
indemnification  escrow  agreement,  the  form of which is  attached  hereto  as
Exhibit D hereto, to secure Sellers'  indemnification  obligations under Section
9.7.1 hereunder; and

                  5.2.3.  All of  the  terms,  covenants  and  conditions  to be
complied with and performed by each Seller on or prior to the Closing Date shall
have been complied with or performed in all material respects; and

                  5.2.4.  There  shall  have  been no  material  adverse  change
relating  to the  material  FCC  Licenses  of any of the  Stations  (other  than
WBBF(AM)).

             5.3. SELLERS' CONDITIONS. Performance of the obligations of Sellers
under this  Agreement  and the Closing of the  transactions  provided for herein
also are and shall be subject to the occurrence of each of the following express
conditions precedent, each of which may be waived by any Seller, that:

                  5.3.1. The representations and warranties contained in Section
4.2  hereof  shall  be true and  correct  at and as of the  Closing  Date in all
material  respects  as if made on and as of such date  except to the extent they
speak as of a particular date or time other than the Closing Date (in which case
such  representations  and warranties  shall be true and correct in all material
respects as of such date or time); and

                  5.3.2.  All of  the  terms,  covenants  and  conditions  to be
complied  with  and  performed  by  Entercom  on or prior  to the  Closing  Date
(including  delivery of the  Purchase  Price) shall have been  complied  with or
performed in all material respects.

                  5.3.3. Entercom shall have complied in all material respects
with its  obligations  to pay  Monthly  Payments  (as defined in the TBA) and to
reimburse  Sellers for capital  expenditures  for the Stations under Section 1.2
and Schedule 1.2 of the TBA.


                                       25
<PAGE>

                                   ARTICLE VI.
                                   -----------

                            COVENANTS AND AGREEMENTS.
                            -------------------------

             6.1. AFFIRMATIVE  COVENANTS OF SELLERS.  During the period from the
date of this Agreement to the Closing Date, Sellers shall:

                  6.1.1.  Should  Sellers  acquire  any  Station or operate  any
Station  prior  to the  sale  of  such  Station  to  Entercom  pursuant  to this
Agreement,  Sellers shall conduct the business and operations of such Station at
least in accordance  with the provisions of Sections 6.1.1 through and including
6.1.12 and  Sections  6.2.1  through and  including  6.2.12  under the  Heritage
Agreement.

                  6.1.2.  Subject to the  provisions of the TBA,  cooperate with
Entercom in connection  with its review,  analysis and  monitoring of the Assets
and the operations of the Stations to the end that an efficient  transfer of the
Assets may be made at Closing and the  business of the  Stations may continue on
an uninterrupted  basis. Sellers or one of them shall obtain Entercom's consent,
such consent not to be unreasonably withheld,  prior to the exercise of Sellers'
or any of their rights under the  Heritage  Agreement as such rights  pertain to
the Stations (other than the right to consummate the acquisition of the Stations
upon  satisfaction  of  all  conditions  thereto).   In  addition  to  providing
information  required  hereunder or  reasonably  requested by the other  parties
hereto,  Sellers agree promptly to notify  Entercom of any material  problems or
developments of which any Seller becomes aware with respect to any of the Assets
or the business of any of the Stations.

                  6.1.3.  Use their reasonable best efforts to cause Heritage to
prosecute, or to prosecute with the Commission,  the applications for renewal of
the FCC Licenses for the Portland Stations and the Rochester Stations, such that
the applications are granted without any material adverse  condition and, to the
extent reasonably  possible,  on or prior to the date for expiration of such FCC
Licenses.

                  6.1.4.  Use  reasonable  best  efforts to  enforce  all of its
rights under the  Heritage  Agreement  as such rights  pertain to the  Stations,
including,  without  limitation,  causing Heritage to act in conformity with the
Heritage  Agreement  and  requiring  Heritage  to conduct  the  business  of the
Stations in the Ordinary  Course of Business in accordance with the terms of the
Heritage  Agreement,  except where such would not have a material adverse effect
on the business and  operations  of any Station,  and, to the extent  consistent
with the foregoing,  in the same manner in which the same have  heretofore  been
conducted with the intent of preserving  the ongoing  operations and business of
the Stations.

                  6.1.5.   Use  their  reasonable  best  efforts  to  close  the
transactions  contemplated  by the  Heritage  Agreement  as they  pertain to the
Stations  in a  timely  fashion  consistent  with the  terms of such  agreement.
Sellers  shall  enforce their rights to the fullest  extent  possible  under the
Heritage Agreement as they pertain to the Stations, unless otherwise directed by
Entercom.


                                       26
<PAGE>

                  6.1.6.   To  the  extent  that  Sinclair  or  Sellers  receive
notifications  from  Heritage  with respect to the  Stations  under the Heritage
Agreement  or  otherwise  becomes  aware of any  breach  of any  representation,
warranty,  covenant or  agreement  in the  Heritage  Agreement or the failure to
satisfy  any  condition  in such  agreement,  in each case with  respect  to the
Stations,  Sellers shall promptly notify Entercom, and thereafter use reasonable
best  efforts  to  enforce,  perform  or waive  any  provision  of the  Heritage
Agreement pertaining to the Stations as may be reasonably requested by Entercom,
provided,  that Sellers  shall not be obligated to take any action at Entercom's
request  inconsistent  with their  rights  and  obligations  under the  Heritage
Agreement.

                  6.1.7. To the extent  permitted under the Heritage  Agreement,
at Closing  Sellers  will assign any and all rights with respect to the Stations
that it may have against Heritage, News Corp., and their respective subsidiaries
to Entercom. Entercom acknowledges that the assignment of such rights by Sellers
requires the prior  written  consent of  Heritage,  which  consent  Heritage may
withhold  in its  sole  discretion.  In this  regard,  Sellers  will  use  their
reasonable  efforts (without  obligation to spend any amount of money) to obtain
any consent of Heritage or News Corp. required to assign such rights to Entercom
prior to the Closing  Date.  The failure of Sellers to obtain such consent shall
not limit Entercom's  obligation to close if all other  conditions  precedent to
Entercom's  obligations  have been satisfied or waived;  however,  in such case,
Sellers shall fully  enforce  their rights which relate to the Stations  against
Heritage and News Corp. under the Heritage Agreement at Entercom's request,  and
this  covenant  shall  survive the Closing for the period that  Sinclair has any
rights under the Heritage  Agreement.  Any proceeds received by Sellers from the
exercise of their rights which relate to the Stations  against Heritage and News
Corp. and their  respective  subsidiaries  shall be paid over to Entercom within
five (5)  business  days of receipt by Sellers,  less any  reasonable  costs and
expenses of enforcement incurred by Sellers in such exercise.

                  6.1.8.  At all times,  maintain  strict  confidentiality  with
respect to all documents and information furnished to Sellers by or on behalf of
Entercom.  Nothing shall be deemed to be confidential  information  that: (a) is
known to Sellers at the time of its disclosure to Sellers;  (b) becomes publicly
known or available other than through disclosure by Sellers;  (c) is received by
Sellers  from a third  party  not  actually  known by  Sellers  to be bound by a
confidentiality   agreement   with  or  obligation   to  Entercom;   or  (d)  is
independently developed by Sellers.  Notwithstanding the foregoing provisions of
this Section 6.1.8,  Sellers may disclose such  confidential  information (a) to
the extent required or deemed  advisable to comply with applicable  laws; (b) to
its  officers,  directors,  employees,   representatives,   financial  advisors,
attorneys, accountants, and agents with respect to the transactions contemplated
hereby (so long as such parties  agree to maintain the  confidentiality  of such
information);  and (c) to any  governmental  authority  in  connection  with the
transactions  contemplated  hereby.  In the event this  Agreement is terminated,
Sellers will return to Entercom all  documents  and other  material  prepared or
furnished  by Entercom  relating  to the  transactions  contemplated  hereunder,
whether obtained before or after the execution of this Agreement.


                                       27
<PAGE>

             6.2. NEGATIVE  COVENANTS OF SELLERS.  Unless Entercom has given its
prior consent in writing,  which consent shall not be  unreasonably  withheld or
delayed,  Sellers shall not, directly or indirectly,  during the period from the
date of this Agreement to the Closing Date:

                  6.2.1.  Except as set forth on Schedule 4.1.19 hereto, fail to
comply with the terms of,  waive any of Sellers'  rights under or consent to any
actions  requiring  Sinclair's or Sellers' consent under the Heritage  Agreement
related to the Stations.

                  6.2.2. Fail to consummate the acquisition of the Stations upon
the occurrence or waiver of all conditions  precedent thereto under the Heritage
Agreement.

             6.3. AFFIRMATIVE COVENANTS OF ENTERCOM.  During the period from the
date of this  Agreement  to the  Closing  Date (or solely in the case of Section
6.3.4, from and after the Closing Date), Entercom shall:

                  6.3.1.  Use reasonable  efforts to obtain its lenders' consent
to Closing of this  Agreement upon the consent and approval of the Commission of
the Applications but prior to such consent and approval becoming a Final Order.

                  6.3.2.  At all times  prior to the  Closing,  maintain  strict
confidentiality  with  respect to all  documents  and  information  furnished to
Entercom by or on behalf of Sellers.  Nothing shall be deemed to be confidential
information  that:  (a) is known to  Entercom at the time of its  disclosure  to
Entercom;  (b) becomes publicly known or available other than through disclosure
by Entercom;  (c) is received by Entercom from a third party not actually  known
by Entercom to be bound by a  confidentiality  agreement  with or  obligation to
Sellers;  or (d) is  independently  developed by Entercom.  Notwithstanding  the
foregoing  provisions  of  this  Section  6.3.2,   Entercom  may  disclose  such
confidential  information  (a) to the extent  required  or deemed  advisable  to
comply  with  applicable  laws;  (b)  to  its  officers,  directors,   partners,
employees, representatives,  financial advisors, attorneys, accountants, agents,
underwriters,  lenders,  investors and any other potential  sources of financing
with respect to the  transactions  contemplated  hereby (so long as such parties
agree to  maintain  the  confidentiality  of such  information);  and (c) to any
governmental authority in connection with the transactions  contemplated hereby.
In the event this Agreement is  terminated,  Entercom will return to Sellers all
documents and other  material  prepared or furnished by Sellers  relating to the
transactions  contemplated by this Agreement,  whether  obtained before or after
the execution of this Agreement.

                  6.3.3.   Take  all  corporate   action   (including,   without
limitation,  all  shareholder  action),  under  the  laws  of any  state  having
jurisdiction over Entercom necessary to effectuate the transactions contemplated
by this Agreement.

                  6.3.4.  From and after the Closing Date,  cause to be afforded
to  representatives of Sellers reasonable access during normal business hours to
the  offices,  books and  records,  contracts  and reports of the  Stations,  as
Sellers shall from time to time reasonably request; provided,  however, that (a)
such  investigation   shall  only  be  upon  reasonable  notice  and


                                       28
<PAGE>

shall not  unreasonably  disrupt the  personnel or operations of Entercom or the
Stations,  and (b) under no circumstances  shall Entercom be required to provide
access to  Sellers or any  representatives  of Sellers  (i) any  information  or
materials subject to  confidentiality  agreements with third parties required to
be kept confidential by applicable laws, or (ii) any privileged  attorney-client
communications or attorney work product. All requests for access to the offices,
books and records,  contracts and reports of the Stations  shall be made to such
representatives  as Entercom  shall  designate  in writing,  who shall be solely
responsible  for  coordinating  all  such  requests  and  all  access  permitted
hereunder.  Entercom  agrees not to dispose of any books and records,  contracts
and reports of the  Stations  which  relate to the  operations  of the  Stations
during the  period  during  which the  Stations  were  owned by Sellers  without
consulting  with  Sellers  prior to disposal  thereof and taking any  reasonable
action  requested by Sellers  with respect to retention  and transfer to Sellers
thereof.

             6.4. MUTUAL COVENANTS OF SELLERS AND ENTERCOM.

                  6.4.1. DISCLOSURE SCHEDULES.  Sellers and Entercom acknowledge
and agree  that  Sellers  shall  have the right from time to time after the date
hereof to update or correct solely  Schedules  2.1.5,  2.1.6,  2.1.8,  2.1.9 and
4.1.17  attached  hereto  solely to reflect  actions  by Sellers  after the date
hereof which are not prohibited by Section 6.1 hereof. The inclusion of any fact
or item on a Schedule  referenced  by a  particular  section  in this  Agreement
shall, should the existence of the fact or item or its contents,  be relevant to
any other section,  be deemed to be disclosed with respect to such other section
whether or not an explicit cross-reference appears in the Schedules.

                  6.4.2.  BULK SALES  LAWS.Entercom  hereby waives compliance by
Sellers,  in connection  with the  transactions  contemplated  hereby,  with the
provisions of any applicable bulk transfer laws.

                  6.4.3.  TAX   MATTERS.Sellers  and  Entercom  each  represent,
warrant,  covenant  and agree with each other that for tax  purposes the sale of
Assets  described  herein is not effective  until the Closing Date.  Sellers and
Entercom agree that all Tax returns and reports shall be filed  consistent  with
the sale of assets taking place on the Closing Date.

                  6.4.4.  PRESERVATION  OF BOOKS  AND  RECORDS.  For a period of
three (3) years after the  Closing  Date,  Sellers  agree not to dispose of, and
agree to provide Entercom reasonable access to, any material books or records in
Sellers'  possession  immediately  after the  Closing  Date  that  relate to the
business or operation of the Stations prior to the Closing Date.

             6.5. NO CONTROL BY ENTERCOM.  Subject to the provisions of the TBA,
nothing  contained in this Agreement shall give to Entercom any right to control
the operations of the Stations prior to the Closing Date. Any advice, counsel or
consent  given to Sellers by Entercom  under this Article VI will not  mitigate,
detract  from  or  otherwise  affect  Sellers'  representations,  warranties  or
obligations  under this  Agreement.  Any  advice,  counsel  or


                                       29
<PAGE>

consent  given to Entercom by Sellers  under this Article VI will not  mitigate,
detract from or  otherwise  affect  Entercom's  representations,  warranties  or
obligations under this Agreement.

                                  ARTICLE VII.
                                  ------------

                             PREPARATION FOR CLOSING
                             -----------------------

             7.1. APPLICATION TO COMMISSION.  The parties hereto bind themselves
to use all reasonable efforts,  and to cooperate with each other, in seeking the
consent and approval of the Commission to the assignment of all FCC Licenses, as
herein  provided;  and Sellers and Entercom agree that each shall diligently and
promptly  prepare,  sign and file with the  Commission  within five (5) business
days  from the date of this  Agreement  any and all  applications  requisite  or
desirable  to procure  such  consent  and  approval  (the  "Applications");  and
diligently and promptly to prepare and submit to the Commission all information,
data, exhibits, amendments, resolutions, statements and other material necessary
or proper in  connection  with the  Applications;  and  diligently to pursue the
grant of a Final Order  approving  such  Applications  by the  Commission.  With
respect to the foregoing,  Sellers hereby agree,  commit and bind  themselves to
prepare and deliver to Entercom on or before five (5) days from the date of this
Agreement  Sellers'  portions of all  applications  and documents  necessary for
filing with the  Commission to obtain the consent and approval of the Commission
as required to permit the consummation of the transactions  contemplated by this
Agreement.

             7.2.  INSPECTION  BY ENTERCOM.  To the extent  permitted  under the
Heritage  Agreement,  during the period from the date of this  Agreement  to the
Heritage  Agreement  Closing  Date,  and between  the period  from the  Heritage
Agreement  Closing Date and the Closing Date,  Sellers  shall afford  engineers,
attorneys,  accountants and other consultants and/or representatives of Entercom
free access during normal  business  hours to the employees,  offices,  studios,
transmitter  site,  equipment,  records and other  documents  pertaining  to the
Stations and furnish  Entercom with all information  concerning said Stations as
Entercom may  reasonably  request,  including  but not limited to  applications,
responses to the Commission inquiries, and other documents filed by Sellers with
the Commission.  Without limiting the foregoing,  Entercom shall have the right,
subject to the limitations  set forth above and at its sole expense,  to perform
such phase I and phase II  environmental  site  assessments of any real property
for  the  Stations  included  within  the  Assets,  and  upon  receipt  of  such
assessments agrees to deliver a copy of each to Sellers. No right of termination
for  Entercom  shall  arise  as  a  result  of  any  issue  identified  in  such
environmental  site assessments  (unless a separate cause for termination  under
other provisions of this Agreement may provide such a right); however, following
the Closing Date, if Entercom performs  remediation for any issues  specifically
identified in such  environmental site assessments  requiring  remediation under
any  Environmental  Law,  Sellers  shall  reimburse  Entercom  for the costs and
expenses of such  remediation,  up to a maximum  aggregate  amount of  $250,000,
subject to the limitations on indemnification set forth in Section 9.7.4.

             7.3. HART-SCOTT-RODINO NOTIFICATION. As promptly as practicable and
no later than five (5) business days after the date hereof,  the parties  hereto
shall


                                       30
<PAGE>

take all steps reasonably  necessary to file and shall participate in the filing
of all requisite  documents and  notifications  required to be filed pursuant to
the HSR Act. The parties will jointly request early  termination of any required
waiting period under the HSR Act unless mutually agreed  otherwise.  The parties
agree diligently to take and fully cooperate in the taking of, all necessary and
proper steps,  and provide any additional  information  reasonably  requested in
order to obtain promptly the expiration of the waiting period under the HSR Act.

                                  ARTICLE VIII.
                                  -------------

                                     CLOSING
                                     -------

             8.1. CLOSING. Closing shall take place at the time and place agreed
to by the parties hereto. It is expressly  contemplated  hereunder that Entercom
shall have no right to close on the  acquisition  of less than all the  Stations
without the consent of Sellers.  In the absence of agreement  thereon and except
as modified  elsewhere  herein,  the  Closing  shall take place by mail at 10:00
a.m.,  Eastern  Time,  at the  offices  of Latham & Watkins,  1001  Pennsylvania
Avenue, N.W., Suite 1300, Washington,  D.C. 2004, on a date selected by Entercom
within ten (10) business days after the later of: (a) the satisfaction or waiver
of each condition to closing contained herein (other than such conditions as can
only be  satisfied  at the  Closing);  and (b) the  expiration  of any period of
extension for Closing provided  elsewhere in this Agreement.  If such date falls
on a  Saturday,  Sunday or legal  holiday  in the  State of New York,  then such
Closing shall take place as provided herein on the next business day.

             8.2. ADJUSTMENTS.

                  8.2.1.   Except  as otherwise provided in the TBA, and subject
to the terms and  conditions of Section  8.2.2,  at least five (5) days prior to
the Closing Date,  Sellers shall make a good faith estimate of the adjustment to
the  Purchase  Price  customary  in radio  broadcast  station  transactions  for
Proration Items (the "Proration  Amount") to reflect that all Proration Items of
all Stations  shall be  apportioned  between  Entercom and Sellers in accordance
with the  principle  that  Sellers  shall  receive the benefit of all  revenues,
refunds,  deposits  (other than  deposits for Program  Contracts  which shall be
prorated  based on the percentage of the term that the program was aired on such
Stations before the Closing Date and the percentage available to be aired on and
after the Closing Date) and prepaid  expenses,  and shall be responsible for all
expenses,  costs and  liabilities  allocable to the conduct of the businesses or
operations  of such  Stations  for the period  prior to the  Closing  Date,  and
Entercom  shall  receive  the benefit of all  revenues,  refunds,  deposits  and
prepaid  expenses,  and  shall  be  responsible  for  all  expenses,  costs  and
liabilities  allocable to the conduct of the  businesses  or  operations of such
Stations from and after the Closing Date; provided, however, that there shall be
no adjustment or proration for any negative or positive net trade balance except
to the extent  that the  negative  net trade  balance for the  Stations  exceeds
$50,000.  Determinations  pursuant  to  this  Section  8.2.1,  shall  be made in
accordance with generally accepted accounting  principles  consistently  applied
for the period prior to the Closing Date.


                                       31
<PAGE>

                  8.2.2.  Within  ninety  (90)  days  after  the  Closing  Date,
Entercom  shall  deliver to Sellers in writing and in  reasonable  detail a good
faith final  determination of the Proration Amount  determined as of the Closing
Date under Section 8.2.1 (the "Final  Proration  Amount").  Sellers shall assist
Entercom in making such  determination,  and Entercom shall provide Sellers with
reasonable access to the properties,  books and records relating to the Stations
for the purpose of determining  the Final Proration  Amount.  Sellers shall have
the right to review the  computations  and  workpapers  used in connection  with
Entercom's  preparation of the Final Proration  Amount. If Sellers disagree with
the amount of the Final Proration Amount  determined by Entercom,  Sellers shall
so notify  Entercom in writing within thirty (30) days after the date of receipt
of  Entercom's  Final  Proration  Amount,  specifying  in  detail  any  point of
disagreement;  provided  however,  that if Sellers  fail to notify  Entercom  in
writing of Sellers' disagreement within such thirty (30) day period,  Entercom's
determination  of the Final  Proration  Amount  shall be final,  conclusive  and
binding  on  Sellers  and   Entercom.   After  the  receipt  of  any  notice  of
disagreement,  Entercom and Sellers shall negotiate in good faith to resolve any
disagreements  regarding the Final Proration  Amount.  If any such  disagreement
cannot be  resolved  by  Sellers  and  Entercom  within  thirty  (30) days after
Entercom has received notice from Sellers of the existence of such disagreement,
Entercom and Sellers shall jointly  select a nationally  recognized  independent
public  accounting firm (which has not performed any service for either Entercom
or Sellers or any of their respective subsidiaries at anytime during the two (2)
year period prior to the date such firm is selected (the "Accounting Firm")), to
review Entercom's  determination of the Final Proration Amount and to resolve as
soon  as  possible   all  points  of   disagreement   raised  by  Sellers.   All
determinations  made by the Accounting  Firm with respect to the Final Proration
Amount shall be final,  conclusive and binding on Entercom and Sellers. The fees
and  expenses  of the  Accounting  Firm  incurred  in  connection  with any such
determination shall be shared one-half by Entercom and one-half by Sellers.

                         Upon  determination of the Final Proration Amount,  the
appropriate  party owing any prorations  shall pay such amounts in cash,  within
two (2) business days following the final  determination  of the Final Proration
Amount.  Any  amounts  paid  pursuant  to this  Section  8.2.2  shall be by wire
transfer of  immediately  available  funds for credit to the recipient at a bank
account identified by such recipient in writing.

                         Entercom  and  Sellers  agree that prior to the date of
the final  determination  of the Final Proration Amount pursuant to this Section
8.2.2 (by the  Accounting  Firm or  otherwise),  neither  party will destroy any
records  pertaining to, or necessary for, the final  determination  of the Final
Proration Amount.

             8.3.  CLOSING  DELIVERIES  TO  ENTERCOM.  At or before the Closing,
Sellers  or one of them,  as the case may be,  shall  deliver  to  Entercom  the
following  items and documents in form  satisfactory to counsel for Entercom and
properly  executed,  unless  Entercom shall waive in whole or in part in writing
such delivery and then only to the extent of such waiver:

                  8.3.1.  One or more  Bills of Sale and  assignments  and other
instruments  of transfer  and  conveyance,  substantially  in the form  attached
hereto as Exhibit E, transferring to


                                       32
<PAGE>

Entercom the Assets to be sold, transferred or assigned hereunder and the rights
and interests under the Station Contracts being assigned to Entercom  hereunder,
copies of all consents from third parties to the assignment of Station Contracts
received  prior  to the  Closing  Date (if  any),  and  estoppel  certifications
received prior to the Closing Date (if any) by the other parties to such Station
Contracts  that  Sellers are not then in default  under the terms of the Station
Contract to which such other party is a party.

                  8.3.2.  An  assignment  of all right,  title and  interest  of
Sellers in and to the FCC Licenses and all pending applications  relating to the
Stations  before the  Commission,  substantially  in the form attached hereto as
Exhibit E.

                  8.3.3. All keys to and actual possession of all of the Assets,
in the same  condition  as the same now is,  except for  ordinary  wear and tear
thereof, unless disposed of or otherwise altered as permitted by this Agreement.

                  8.3.4.  Certified  copies  of  resolutions  of  the  Board  of
Directors  and  shareholders  (if  required  by law) of  each of  Sellers,  duly
authorizing  the execution,  delivery and  performance of this Agreement and all
documents  to be  executed  and  delivered  by each  Seller at the  Closing  and
thereafter,  and certified  copies of  resolutions  of the Board of Directors of
Sinclair,  duly  authorizing the execution,  delivery and performance of the SCI
Guarantee.

                  8.3.5.  Certificates  signed by  authorized  officers  of each
Seller (each  certificate  being  applicable to each Seller only), to the effect
that no act or  omission  by each  Seller,  or state of  facts  contrary  to the
agreements,  representations  and warranties made herein by each Seller has been
taken or has occurred and that, subject to Section 5.2.2 of this Agreement, said
representations  and  warranties  are true and  correct at and as of the Closing
Date as if made on and as of the time of Closing Date, except to the extent that
said  representations and warranties speak as of a particular date or time other
than the Closing Date (in which case such  representations  and warranties shall
be true and correct as of such date or time).

                  8.3.6. The consents of any public authorities or third persons
that may be required in connection with the performance of this Agreement.

                  8.3.7. All books, records,  public files,  contracts,  leases,
Commission  filings,  correspondence,  files and  other  documents  in  Sellers'
possession  relating to and  necessary or  appropriate  to the  operation of the
Stations,  excluding however,  accounting records relating to Sellers' period of
ownership (provided Entercom is given copies thereof).

                  8.3.8. A special warranty deed in recordable form transferring
to Entercom a fee simple interest in any owned real property included within the
Assets and a commitment to issue extended  coverage  policies of title insurance
(ATLA owners and Mortgagee's policy-Form 1970, if available or Form 1984 or 1990
with 1970  endorsements),  for the benefit of insuring good and marketable title
to such real property free and clear of all liens and  encumbrances  issued by a
title  insurance  company  reasonably  acceptable  to Entercom and in the amount
allocated to such real property hereunder,  subject to standard title exceptions
and


                                       33
<PAGE>

survey exceptions, none of which will impair or interfere with the continued use
of such real property as such is currently  used.  All fees and expenses for the
issuance of such title insurance policies shall be paid for by Entercom.

                  8.3.9.  To the extent Sellers have obtained such consent,  the
consent of Heritage  and/or News Corp.,  as necessary,  to the assignment of the
rights related to the Stations under the Heritage Agreement to Entercom.

                  8.3.10.  Instructions  to the  Escrow  Agent  to  deliver  the
original Letter of Credit to Entercom promptly after the Closing.

                  8.3.11.  Opinions  of  Thomas &  Libowitz,  P.A.,  counsel  to
Sellers, and of Fisher, Wayland,  Cooper, Leader & Zaragoza,  regulatory counsel
to Sellers, substantially in the forms attached hereto as Exhibits F and G.

             8.4. CLOSING DELIVERIES TO SELLERS. At the Closing,  Entercom shall
deliver to Sellers  the  Purchase  Price as set forth in Section  2.5  allocated
between  Sellers as Sellers  shall  direct and deliver the  following  items and
documents  in form  satisfactory  to counsel for Sellers and  properly  executed
unless each Seller  waives in whole or part in writing a delivery  and then only
to the extent of such waiver:

                  8.4.1.  One or more Agreements  whereby  Entercom  assumes and
agrees to pay when due any Liabilities of each Seller  specifically  required to
be assumed by Entercom  hereunder,  substantially in the form attached hereto as
Exhibit E.

                  8.4.2.  Certified  copies of the  resolutions  of the Board of
Directors  of  Entercom   approving  and  ratifying   this   Agreement  and  all
transactions contemplated by this Agreement.

                  8.4.3.  A  certificate  signed  by the  President  or any Vice
President  of Entercom to the effect that with respect to any matter which would
prevent Entercom from  consummating the Closing,  no act or omission of Entercom
or state of facts  contrary to the  agreements,  representations  and warranties
made  herein  by  Entercom  has  been  taken  or  has  occurred  and  that  said
representations  and  warranties  are true and  correct at and as of the Closing
Date in all material  respects as if made on and as of Closing  Date,  except to
the extent that said  representations  and  warranties  speak as of a particular
date or time other than the Closing Date (in which case such representations and
warranties shall be true and correct in all material respects as of such date or
time).

                  8.4.4.  An opinion  of John C.  Donlevie,  General  Counsel to
Entercom, substantially in the form attached hereto as Exhibit H.

             8.5.  COVENANTS  OF  FURTHER  ASSURANCE.  At and  after the time of
Closing,  upon  request of Entercom or Sellers,  as the case may be, the parties
shall take such  reasonable  action and deliver to the party so requesting  such
further instruments of assignment,


                                       34
<PAGE>

conveyance or transfer or other documents of further assurance as in the opinion
of counsel  for either  Sellers  or  Entercom  may be  reasonably  necessary  to
evidence the full and  effective  transfer,  conveyance  and  assignment  of the
Assets and possession thereof to Entercom.

             8.6.  DAMAGE TO  PROPERTY.  If, at the time of Closing,  any of the
real or tangible  personal  property  included in the Assets shall have suffered
loss or damage for which Entercom is not responsible  under the term of the TBA,
Sellers  shall use their  reasonable  efforts to repair,  replace or restore the
same prior to Closing. In the event that such repair, replacement or restoration
cannot be completed  prior to the date  scheduled for Closing,  then,  except as
provided  immediately  below,  Closing  shall occur and Sellers  shall assign to
Entercom their rights to all insurance proceeds relating to such loss or damage.
In the event such loss or damage is  uninsured  or so material as to prevent one
of the  Stations  (other  than  WBBF(AM))  from using its  studios or any of its
transmitter  facilities in the normal course,  consistent  with past  practices,
Closing shall be deferred  until the  completion of such repair,  replacement or
restoration by Sellers to the extent that the Station's or Stations' studios and
transmitter  facilities are again useable in the normal course,  consistent with
past practices,  and such delay shall not give rise to a right to terminate this
Agreement as provided in Section 9.1.4 hereof.

             8.7. TAXES ON TRANSACTION.  All sales,  purchase,  transfer, use or
documentary  taxes,  if any,  payable by reason of this  Agreement or any of the
transactions contemplated hereby or the sale, transfer or delivery of any of the
Assets to Entercom, whether or not imposed on Entercom or Sellers, shall be paid
one-half by Entercom and one-half by Sellers promptly when due.

                                  ARTICLE IX.

                    TERMINATION, DEFAULT AND INDEMNIFICATION

             9.1.  TERMINATION BY REASON OTHER THAN DEFAULT.  This Agreement may
be terminated  by any party hereto not then in default  hereunder at the time of
such termination upon written notice to the other party if:

                  9.1.1. The Commission  denies or designates for hearing any of
the Applications or any portion thereof by Final Order; or

                  9.1.2.  Events  occur  which  give  rise to a  specific  right
hereunder to terminate this Agreement by the party seeking to terminate; or

                  9.1.3.  Other  than as a  result  of a  default  by the  party
seeking to terminate,  any material condition set forth herein to the obligation
of the party seeking to terminate this Agreement to complete the transaction has
not been  satisfied or complied with by the Closing Date and has not been waived
by the party seeking to terminate; or

                  9.1.4. By either party,  subject to Section 8.6 hereof, if the
Commission does not grant its consent and approval to the  Applications  and the
waiting period  required under


                                       35
<PAGE>

the HSR Act has not  expired or been  terminated  by the date that is six months
after the date of this Agreement and the TBA has not commenced by such six-month
anniversary,  provided,  that if an issue has been raised before the Commission,
the DOJ or the FTC concerning either Sellers, or any of their  predecessors,  on
the one hand,  or  Entercom,  on the other hand,  and such issue has delayed the
consent and approval of the  Commission or the  expiration or termination of the
waiting period  contemplated  by the foregoing  clause,  then the party to which
such issue relates shall not be permitted to terminate the Agreement pursuant to
this  provision on such  six-month  anniversary  date.  If the TBA has commenced
within the  six-month  period set forth  above,  the period for  termination  by
either  party  pursuant to this Section  9.1.4 shall be one (1) year,  provided,
that on such one-year anniversary date, either party may, subject to Section 8.6
hereof,  terminate  this  Agreement  even if an issue has been raised before the
Commission  concerning  such party and such issue has  delayed  the  consent and
approval of the Commission.

             9.2.  EFFECT OF TERMINATION  BY REASON OTHER THAN DEFAULT.  If this
Agreement is duly  terminated  by either party as provided in Section 9.1,  then
the Letter of Credit shall be returned to Entercom and all obligations of either
party to the other  shall  cease  and both  parties  shall be fully and  finally
released herefrom.

             9.3. DEFAULT. The following shall constitute a default hereunder:

                  9.3.1. If any of the  representations or warranties of a party
contained herein is inaccurate or breached in any material respect; or

                  9.3.2. If any of the obligations to be performed  hereunder by
a party  hereto is not  performed  during  the  period or at or before  the time
specified herein for such performance.

             9.4.  REMEDIES OF SELLERS.

             In the  event of a  default  by  Entercom,  which is not  waived by
Sellers, Sellers shall have the following remedies:

                  9.4.1. Prior to Closing, Sellers may, as their sole remedy, by
written notice to Entercom  terminate this Agreement in which event Seller shall
be  entitled  to receive  the  proceeds  of the  Letter of Credit as  liquidated
damages in full and final  settlement  of all claims under this  Agreement,  and
there shall be no other or further  obligations,  liabilities or remedies of the
parties hereunder.

                  9.4.2. In the event Closing occurs hereunder,  Sellers' remedy
for any default by  Entercom  shall be  indemnification  pursuant to Section 9.7
hereof.

             9.5.  ENTERCOM'S  REMEDIES.  In the  event of a  default  by either
Seller  hereunder,  which is not  waived by  Entercom,  Entercom  shall have the
following remedies:


                                       36
<PAGE>

                  9.5.1. Prior to Closing,  subject to the provisions  regarding
failures of  representations  and warranties  contained in Section 5.2.2 hereof,
Entercom  may by written  notice to Sellers  terminate  this  Agreement in which
event Entercom shall be entitled to recover from Sellers, jointly and severally,
any damages  Entercom  sustained  as a result of the  default by such  breaching
Seller hereunder.

                  9.5.2.   Prior  to  Closing,   Entercom   may  seek   specific
performance  by  Sellers of  Sellers'  obligations  hereunder  and shall also be
entitled to any other remedy  available at law or in equity,  including  without
limitation  the  recovery of any damages  (including  attorneys  fees and costs)
incurred  by  Entercom  as a result of the  default by Sellers  hereunder.  Each
Seller covenants that under such circumstances it shall not assert in defense of
an action  seeking  specific  performance of this Agreement in favor of Entercom
that Entercom has available adequate remedies at Law.

                  9.5.3.  In the  event  Closing  occurs  hereunder,  Entercom's
remedy for any default by Sellers shall be  indemnification  pursuant to Section
9.7 hereof.

             9.6.  LIQUIDATED  DAMAGES  NOT  A  PENALTY.  With  respect  to  the
liquidated  damages as  described  and  provided  for in Section  9.4.1  hereof,
Sellers and Entercom  hereby  acknowledge  and agree that the damage that may be
suffered  by  Sellers  in the event of a default by  Entercom  hereunder  is not
readily ascertainable and that such liquidated damages as of the date hereof are
a reasonable estimate of such damages and are intended to compensate Sellers for
any such damage and are not to be construed as a penalty.

             9.7. INDEMNIFICATION.

                  9.7.1.  BY SELLERS.  Subject to Sections 9.7.4 and 10.3,  from
and after the Closing Date,  Sellers shall,  jointly and  severally,  indemnify,
defend and hold Entercom and its officers,  directors,  employees and affiliates
harmless  from,  against and with  respect to any and all loss,  damage,  claim,
obligation,  assessment,  cost,  liability,  and reasonable expense  (including,
without limitation, reasonable attorney's fees and reasonable costs and expenses
incurred in  investigating,  preparing,  defending  against or  prosecuting  any
litigation  or  claim,  action,  suit,  proceeding  or  demand)  of any  kind or
character (a "Loss") incurred, suffered, sustained or required to be paid by any
of them and resulting from, related to or arising out of:

                         (a) any breach of any of the covenants, representations
        or warranties  made by Sellers in or pursuant to this  Agreement,  or in
        any agreement,  document or instrument  executed and delivered  pursuant
        hereto or in connection with the Closing hereunder;

                         (b) any failure by Sellers to perform or observe, or to
        have  performed  or  observed,  in  full,  any  covenant,  agreement  or
        condition to be performed or observed by them pursuant to this Agreement
        or in any agreement, document or instrument executed and delivered by or
        on behalf of them in connection with the Closing hereunder;


                                       37
<PAGE>

                         (c) any and all  Liabilities  of  Sellers,  except  for
        Liabilities  to be assumed or retained  by  Entercom  under the terms of
        this Agreement; or

                         (d) Sellers' operation or ownership of the Assets prior
        to  the  Adjustment   Time,   including  any  and  all  obligations  and
        liabilities  arising  under the FCC  Licenses or the  Station  Contracts
        which accrue or relate to a period of time prior to the Adjustment Time;
        or

                  9.7.2. BY ENTERCOM. If Closing does not occur due to a default
by Entercom in its  obligation  to complete  such  Closing  hereunder,  Sellers'
remedy  shall be  liquidated  damages  pursuant to Section 9.4 hereof.  Provided
Closing occurs  hereunder,  subject to Section 10.3,  Entercom shall  indemnify,
defend and hold Sellers and their respective officers, directors,  employees and
affiliates  harmless  from,  against and with respect to any Loss (as defined in
Section 9.7.1)  incurred,  suffered,  sustained or required to be paid by any of
them and resulting from, related to or arising out of:

                         (e) any breach of any of the covenants, representations
        or  warranties  made by Entercom in or pursuant to this  Agreement or in
        any agreement,  document or instrument  executed and delivered  pursuant
        hereto or in connection with the Closing hereunder;

                         (f) any failure by  Entercom to perform or observe,  or
        to have  performed  or observed,  in full,  any  covenant,  agreement or
        condition to be  performed or observed by it pursuant to this  Agreement
        or in any agreement, document or instrument executed and delivered by or
        on behalf of it in connection with the Closing hereunder; or

                         (g) any and all  Liabilities  of  Entercom  except  for
        Liabilities to be assumed or retained by Sellers under the terms of this
        Agreement; or

                         (h)  Entercom's  operation  or  ownership of the Assets
        after the Adjustment  Time,  including any and all  Liabilities  arising
        under the FCC  Licenses  or the  Station  Contracts  assumed by Entercom
        which accrue after the  Adjustment  Time or which relate to or arise out
        of events occurring after the Adjustment Time.

                  9.7.3.  PROCEDURES.  Any party seeking  indemnification  under
this Agreement (the "Indemnified Party") shall promptly give the party from whom
indemnification is sought (the "Indemnifying Party") written notice of any claim
or the commencement of any action or proceeding for which the Indemnified  Party
may  seek   indemnification,   and  the  Indemnified   Party  shall  permit  the
Indemnifying  Party to assume the  defense  of any such claim or any  litigation
resulting  from such  claim,  unless  injunctive  relief is sought  against  the
Indemnified  Party in which case the  Indemnified  Party shall have the right to
join in any defense.  The Indemnified  Party's failure to give the  Indemnifying
Party notice under this clause  shall not  preclude the  Indemnified  Party from
seeking  indemnification  from the Indemnifying  Party except to the extent that
the  Indemnified  Party's  failure has materially  prejudiced  the  Indemnifying
Party's ability to defend the claim or litigation.  The Indemnifying Party shall
not settle any claim


                                       38
<PAGE>

for which the Indemnified Party seeks indemnification or consent to entry of any
judgment in  litigation  arising from such a claim  without  obtaining a written
release of the Indemnified  Party from all liability in respect of such claim or
litigation.  If the Indemnifying  Party shall not assume the defense of any such
claim or  litigation  resulting  therefrom,  or if  injunctive  relief is sought
against the  Indemnified  Party,  the  Indemnified  Party may defend  against or
settle such claim or litigation in such manner as it may deem  appropriate,  and
in such cases,  upon a written demand  therefore,  the Indemnifying  Party shall
promptly  reimburse  the  Indemnified  Party for the  amount  of all  reasonable
expenses,  legal or otherwise,  incurred by the Indemnified  Party in connection
with the defense against or settlement of such claim or litigation. In addition,
if the  Indemnifying  Party  shall not assume  the  defense of any such claim or
litigation  resulting  therefrom,  or if injunctive relief is sought against the
Indemnified Party, and if no settlement of the claim or litigation is made, upon
written demand  therefor,  the Indemnifying  Party shall promptly  reimburse the
Indemnified  Party for the amount of any judgment  rendered with respect to such
claim or in such litigation and for all reasonable expenses, legal or otherwise,
incurred  by the  Indemnified  Party  in  the  defense  against  such  claim  or
litigation.

                  9.7.4.  LIMITS ON  INDEMNIFICATION.  Notwithstanding any other
provision hereof, Entercom shall not be entitled to make a claim against Sellers
for  indemnification  under this  Agreement  until the aggregate  amount of such
claims by Entercom  exceeds One Hundred Fifty Thousand  Dollars  ($150,000) (the
"Threshold"),  provided,  that once the  Threshold has been  exceeded,  Entercom
shall be entitled to seek from Sellers,  jointly and severally,  the full amount
of such  claims.  The  amount of the  Threshold  shall  have no  bearing  on any
determination as to what constitutes  "material" for purposes of this Agreement.
In  addition,  notwithstanding  any other  provision  of this  Agreement  to the
contrary,  in no event shall a Loss include a party's incidental,  consequential
or punitive damages, regardless of the theory of recovery.

                                   ARTICLE X.
                                   ----------

                               GENERAL PROVISIONS
                               ------------------

             10.1.  EXPENSES  OF THE  PARTIES.  Except  as  otherwise  expressly
provided herein,  all expenses  involved in the preparation,  authorization  and
consummation  of this Agreement,  including,  without  limitation,  all fees and
expenses of agents,  representatives,  counsel  and  accountants  in  connection
therewith and in connection with applications to the Commission hereunder, shall
be borne  solely by the party who shall have  incurred  the same,  and the other
party shall have no liability in respect thereof. The foregoing notwithstanding,
the parties  agree to pay in equal shares (i) any filing fees of the  Commission
relating to the filing of the  Applications,  (ii) fees related to notifications
under  the HSR Act or to any  other  governmental  agency  and  (iii)  fees  and
expenses of the Escrow Agent under the Escrow Agreement and the  Indemnification
Escrow  Agreement.  In  addition,  (y)  assuming  Sellers  obtain the consent of
Geraghty  & Miller to allow  Entercom  and its  lenders to rely upon the phase I
environmental site assessment  performed for the Real Property and identified on
Schedule 4.1.16, Entercom agrees to pay one-half of the total cost of such phase
I environmental site assessment  performed by Geraghty & Miller and (z) Entercom
shall pay all of the cost  involved


                                       39
<PAGE>

in the update by Geraghty & Miller of such phase I environmental site assessment
(as  contemplated by Section  4.1.16.1),  provided that Entercom shall receive a
dollar-for-dollar  credit against any amount paid by Entercom pursuant to clause
(y) above.

             10.2.  BROKERS.  Each party hereto  represents  and warrants to the
other  party  hereto  that it has not  incurred  any  Liability,  contingent  or
otherwise,  for brokerage or finders' fees or agents  commissions  or other like
payment in  connection  with this  Agreement  or the  transactions  contemplated
hereby for which the other party will have any Liability,  and each party hereto
agrees to  indemnify  and hold the other party  hereto  harmless  against and in
respect to any such Liability based in any way on any agreement,  arrangement or
understanding claimed to have been made by such party with any third party.

             10.3. SURVIVAL OF COVENANTS,  REPRESENTATIONS  AND WARRANTIES.  The
provisions  hereof which by their terms are to be performed  and observed  after
the Closing Date and the several  representations,  warranties,  indemnities and
agreements of Entercom and Sellers  herein  contained  shall survive the Closing
Date  hereunder  for one (1) year  following  the  Closing  Date.  No claim  for
indemnification may be made pursuant to Article IX after the survival period set
forth in this Section  10.3 (except that all claims which are properly  asserted
prior to the  expiration  of the survival  period set forth in this Section 10.3
shall survive with respect to such claims until the final resolution thereof).

             10.4.  AMENDMENT AND WAIVER.  This  Agreement  cannot be changed or
terminated  orally.  Any  amendment  of  modification  hereof must be in writing
signed by the party against whom enforcement is sought.  No waiver of compliance
with any  provision or  condition  hereof,  and no consent  provided for herein,
shall be effective unless evidenced by an instrument in writing duly executed by
the party sought to be charged with such waiver or consent.

             10.5.  ASSIGNMENT.  Entercom  shall have the right to assign all or
any  portion  of its rights  under this  Agreement  to any entity  under  common
control  with  Entercom or a Qualified  Intermediary  under  Section 1031 of the
Code,  provided,   that  no  such  assignment  shall  relieve  Entercom  of  its
obligations  hereunder.  Other than as expressly  set forth above,  no party may
assign all or any portion of its rights  under the  Agreement  without the prior
written consent of the other parties hereto.

             10.6. EFFECT OF THIS AGREEMENT.  This Agreement,  together with the
exhibits and schedules  hereto and a letter  agreement,  among Entercom and SCI,
dated of even date herewith,  sets forth the entire understanding of the parties
and supersedes  any and all prior written or oral  agreements,  arrangements  or
understandings  relating  to  the  subject  matter  hereof.  No  representation,
promise,  inducement  or statement  of  intention  has been made by either party
which is not  embodied in this  Agreement  or the letter  agreement  referred to
above,  and  neither  party  shall be bound by, or be liable  for,  any  alleged
representation,  promise,  inducement  or statement  of  intention  not embodied
herein unless same shall have been made subsequent  hereto,  shall be in writing
and shall be signed by the party to be charged  therewith.  This Agreement shall
be binding  upon and inure to the benefit of the  parties  and their  respective
successors and assigns.


                                       40
<PAGE>

             10.7.  HEADINGS.  The article or section headings of this Agreement
are for  convenience  of reference  only and do not form a part of and do not in
any way modify, interpret or construe the intention of the parties.

             10.8.  COUNTERPARTS.  This Agreement may be executed in one or more
counterparts  and all such  counterparts  shall be construed as one and the same
instrument.

             10.9.  GOVERNING  LAW. The  construction  and  performance  of this
Agreement  shall be  governed  by the laws of the State of New  York,  excluding
choice of law provisions thereunder.

             10.10.  NOTICES.  Any  notice,  report,  demand,  waiver or consent
required or permitted  hereunder  shall be in writing and shall be given by hand
delivery,   by  prepaid  registered  or  certified  mail,  with  return  receipt
requested,  by an established  national  overnight  courier  providing  proof of
delivery for next business day delivery or by telecopy addressed as follows:



If to Sellers:                        David D. Smith, President
-------------                         Sinclair Communications, Inc.
                                      2000 West 41st Street
                                      Baltimore, MD  21211-1420
                                      Telecopy Number:  (410) 467-5043

with copies to:                       Robert Quicksilver, General Counsel
                                      Sinclair Communications, Inc.
                                      2000 West 41st Street
                                      Baltimore, MD  21211-1420
                                      Telecopy Number:  (410) 662-4707

                                      Steven A. Thomas, Esq.
                                      Thomas & Libowitz, P.A.
                                      100 Light Street, Suite 1100
                                      Baltimore, MD 21202
                                      Telecopy Number:  (410) 752-2046


If to Entercom:                       Joseph M. Field, President
--------------                        Entertainment Communications, Inc.
                                      401 City Avenue, Suite 409
                                      Bala Cynwyd, PA 19004
                                      Telecopy Number:  (610) 660-5620


                                       41
<PAGE>


with copies to:                       John C. Donlevie, General Counsel
                                      Entertainment Communications, Inc.
                                      401 City Avenue, Suite 409
                                      Bala Cynwyd, PA 19004
                                      Telecopy Number:  (610) 660-5620

                                      Joseph D. Sullivan, Esq.
                                      Latham & Watkins
                                      1001 Pennsylvania Avenue, N.W., Suite 1300
                                      Washington, D.C. 20004
                                      Telecopy Number:  (202) 637-2201

The date of any such notice and service  thereof  shall be deemed to be: (i) the
day of delivery if hand  delivered or delivered by overnight  courier;  (ii) the
day of delivery as indicated on the return  receipt if  dispatched  by mail,  or
(iii)  the  date  of  telecopy  transmission  as  indicated  on  the  telecopier
transmission  report  provided  that  any  telecopy  transmission  shall  not be
effective  unless a paper copy is sent by  overnight  courier on the date of the
telecopy  transmission.  Either  party may change its address for the purpose of
notice by giving notice of such change in accordance with the provisions of this
section.

             10.11. STATION EMPLOYEES.  Subject to the terms of the TBA, Sellers
agree  that for a period  of one year  after the  Commencement  Date of the TBA,
neither they nor any of their affiliates, successors or assignees will employ or
solicit for employment, or counsel others to solicit for employment, any current
employee of the Stations that Entercom employs after the Closing; provided, that
if Entercom terminates any employee of the Stations, such restrictions shall not
apply to any such terminated employees.

             10.12.  SECTION 1031 ASSET  EXCHANGE.  Entercom may elect to effect
the  acquisition  of all or part of the Assets as part of a  deferred  like-kind
exchange  under  Section  1031  of the  Code,  in  lieu of  buying  such  assets
hereunder;  provided,  that the consummation of this Agreement is not predicated
or conditioned on such exchange.  If Entercom so elects, it shall provide notice
to Sellers of its election,  and  thereafter  (i) may at any time at or prior to
Closing assign its rights under this Agreement to a "qualified  intermediary" as
defined in Treas. Reg. ss. 1.1031(k)-1(g)(4),  subject to all of Sellers' rights
and obligations hereunder and (ii) shall promptly provide written notice of such
assignment  to all  parties  hereto;  provided,  that no such  assignment  shall
relieve Entercom of its obligations hereunder. Notwithstanding the assignment of
Entercom's  rights  hereunder,  the  parties  acknowledge  and  agree  that  the
representations,  warranties  and  covenants  of Sellers  hereunder  are for the
benefit of Entercom and shall remain  enforceable by Entercom against Sellers in
accordance  with the terms hereof.  Sellers shall  cooperate with all reasonable
requests of Entercom and the "qualified intermediary" in arranging and effecting
the exchange as one which  qualifies  under Section 1031 of the Code;  provided,
that Sellers shall incur no additional costs, expenses, delays or liabilities in
connection  with  this  transaction  as a result  of or in  connection  with the
exchange.  Without  limiting the  generality of the  foregoing,  if Entercom has
given notice of its intention to effect the acquisition of all or part


                                       42
<PAGE>

of the Assets as part of a  tax-deferred  exchange,  Sellers  shall (i) promptly
provide Entercom with written acknowledgment of such notice and (ii) at Closing,
accept  payment  for all or that  portion  of the  Assets  for  which  like-kind
exchange  treatment  is sought by  Entercom  from the  "qualified  intermediary"
rather than from  Entercom  (which  payment shall  discharge  the  obligation of
Entercom  hereunder to make payment for such  assets) and  transfer,  assign and
convey such assets to Entercom.





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                                       43

<PAGE>





             IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement
to be signed by their  duly  authorized  corporate  officers  on the date  first
written above.

                                     TUSCALOOSA:

                                     TUSCALOOSA BROADCASTING, INC.

                                     By:
                                        ----------------------------------------
                                     Title:
                                           -------------------------------------


                                     SRPLI:

                                     SINCLAIR RADIO OF PORTLAND LICENSEE, INC.

                                     By:
                                        ----------------------------------------
                                     Title:
                                           -------------------------------------



                                     SRRLI:

                                     SINCLAIR RADIO OF ROCHESTER LICENSEE, INC.

                                     By:
                                        ----------------------------------------
                                     Title:
                                           -------------------------------------



                                     ENTERCOM

                                     ENTERTAINMENT COMMUNICATIONS, INC.

                                     By:
                                        ----------------------------------------
                                     Title:
                                           -------------------------------------